Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. (b) Except during the continuance of an Event of Default: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5. (d) 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. (e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (g) 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 7.1 and to the provisions of the TIA. (h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 5 contracts
Samples: Indenture (Gibraltar Industries, Inc.), Indenture (Libbey Inc), Indenture (Libbey Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.12.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIASection.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 5 contracts
Samples: Indenture (Transocean Ltd.), Indenture (Transocean Ltd.), Indenture (Transocean Ltd.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s own person's affairs.
(b) Except during the continuance of an Event of Default:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 4 contracts
Samples: Indenture (L-3 Communications Cincinnati Electronics CORP), Indenture (Eer Systems Inc), Indenture (Microdyne Corp)
Duties of Trustee. (aA) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(bB) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that 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 faith, willful misconduct or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2i) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3ii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05; and
(iii) this subsection (C) shall not be construed to limit the effect of subsection (B) of this Section 7.01.
(dD) Every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 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.
(e) . Money held in trust by the Trustee need not shall be segregated from other funds except as directed in writing by the Company or as required by law and shall be invested by the Trustee pursuant to the extent required by lawwritten instructions of the Company reasonably satisfactory to the Trustee.
(fF) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gG) Every 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 7.1 and to the provisions of the TIA7.01.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 4 contracts
Samples: Indenture (Accuray Inc), Indenture (Accuray Inc), Indenture (Accuray Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture, the Securities or the Subsidiary Guarantees, as applicable. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and
(4) no provision of this Indenture, the Securities or the Subsidiary Guarantees shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity or security against such risk or liability is not reasonably assured to it.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itlaw and will be held un-invested.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer two Officers of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 4 contracts
Samples: Indenture (CNX Resources Corp), Indenture (CNX Resources Corp), Indenture (CNX Resources Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such Personperson’s own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such only those duties that are expressly and only such duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively relyrely and is fully protected, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However; however, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;Section.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
(iv) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it pursuant shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to Section 6.5it.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the conduct or affects the liability of or affords protection to the Trustee is subject to paragraph (a), (b), (c) and (d) of this Section.
(e) The Trustee may refuse to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity satisfactory to the Trustee against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture The rights, privileges, protections, immunities and benefits given to the Trustee, including the right to be indemnified, are extended to, and shall require be enforceable by the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any each of its duties capacities hereunder or and to its agents. The provisions set forth in the exercise of any of its rights or powers, if it this Section 7.01 shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection apply to the Trustee shall be subject to the provisions in each of this Section 7.1 its capacities hereunder and to the provisions of the TIAits agents.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 4 contracts
Samples: Subordinated Indenture (Emagin Corp), Senior Indenture (Emagin Corp), Senior Indenture (Mimecast LTD)
Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s its own affairs. Subject to such provisions, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request of any of the Holders of Securities, unless they shall have offered to the Trustee security and indemnity satisfactory to it in its sole discretion.
(b) Except during the continuance of an Event of DefaultDefault actually known to a Responsible Officer of the Trustee:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth in this Indenture herein and no others 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 its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders and such other documents delivered to it pursuant to Section 11.04 hereof furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;7.01.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it or it does not receive an indemnity satisfactory to it in its sole discretion against such risk, liability, loss, fee or expense which might be incurred by it in compliance with such request or direction.
(e) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 4 contracts
Samples: Indenture (Tenneco Inc), Indenture (Tenneco Inc), Indenture (Tenneco Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee; however, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate and, if applicable, the accuracy of mathematical calculations or Trustee's other facts stated therein)Related Documents.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.55.12.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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 CompanyIssuer.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by lawlaw or the terms of this Indenture or the Sale and Servicing Agreement.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The In no event shall the Trustee shall be under no obligation required to exercise perform, or be responsible for the manner of performance of, any of the rights or powers vested in it by this Indenture at the request or direction of any obligations of the Holders Servicer, or any other party, under the Sale and Servicing Agreement unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it until appointed successor Servicer in compliance accordance with such request or direction.Section 7.03
Appears in 4 contracts
Samples: Indenture (Green Tree Financial Corp), Indenture (Green Tree Financial Corp), Indenture (Green Tree Financial Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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 CompanyIssuers.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 4 contracts
Samples: Indenture (Bz Intermediate Holdings LLC), Indenture (Bz Intermediate Holdings LLC), Indenture (Boise Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (L 3 Communications Holdings Inc), Indenture (Southern California Microwave Inc), Indenture (L-3 Communications SPD Technologies Inc)
Duties of Trustee. (a) If an Event of a Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of a Default:
(1i) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this Indenture the TIA and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officers’ Certificates) or opinions or orders (including Opinions of Counsel and opinions relating to fair market value) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;9.01(b).
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.58.05.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 9.01.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions of this Section 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction application of any of money by any Paying Agent other than the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee.
Appears in 3 contracts
Samples: Indenture (Us Concrete Inc), Indenture (Bode Concrete LLC), Indenture (Bode Concrete LLC)
Duties of Trustee. The duties and responsibilities of the Trustee shall be as provided by the TIA and as set forth herein.
(a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the such rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise thereof as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the TIA and the Trustee need perform such duties and only such those duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be implied in or read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However; provided, however, in the case of any such certificates or opinions furnished to the Trustee which by any the provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but the Trustee need not confirm conform or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this paragraph clause (c) does not limit the effect of paragraph clause (b) of this Section 7.17.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability (financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) otherwise). The Trustee shall be under no obligation to exercise any of the its rights or powers vested in it by this under the Indenture Documents at the request request, order or direction of any of the Holders unless such Holders shall have offered to the Trustee security and indemnity or security reasonably satisfactory to it the Trustee against the costs, costs and expenses (including reasonable attorneys’ fees and expenses) and liabilities that might which may be incurred by it (including repayment of its own funds) in compliance with such request request, order or direction.
(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b), (c) and (d) of this Section 7.01.
(f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Company. Money and assets held in trust by the Trustee need not be segregated from other funds or assets held by the Trustee except to the extent required by law.
Appears in 3 contracts
Samples: Indenture (CitiSteel PA, Inc.), Indenture (Claymont Steel Holdings, Inc.), Indenture (CitiSteel PA, Inc.)
Duties of Trustee. (a1) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b2) Except during the continuance of an Event of Default:
(1a) The duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture, and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this Indenture and the Security Documents, and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and.
(2b) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture and the Security Documents. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture and the Security Documents (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c3) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1a) this This paragraph does not limit the effect of paragraph (b2) of this Section 7.1;Section.
(2b) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3c) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(d4) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (1), (2) and (3) of this Section.
(5) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power unless it receives security and indemnity satisfactory to it against any loss, liability or expense.
(6) 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.
(e) Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i7) The Trustee shall be under no obligation is hereby authorized and directed to exercise any of enter into the rights or powers vested in it Intercreditor Agreement upon execution thereof by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionother parties thereto.
Appears in 3 contracts
Samples: Indenture (Majestic Star Casino LLC), Indenture (Majestic Investor Capital Corp), Indenture (Majestic Investor Capital Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph Section 8.1(c) does not limit the effect of paragraph (b) of this Section 7.18.1(b);
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.57.5.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 8.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Deluxe Corp), Indenture (Deluxe Corp), Indenture (Deluxe Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s 's own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which that by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph subsection (c) does not limit the effect of paragraph subsection (b) of this Section 7.1;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.5 hereof.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b) and (c) of this Section 7.1.
(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 CompanyAK Steel.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Ak Steel Holding Corp), Indenture (Ak Steel Holding Corp), Indenture (Ak Steel Holding Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01(b);
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) [Reserved].
(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.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company7.01.
(i) The Notwithstanding anything to the contrary herein, the Trustee shall have no duty to review the reports and information documents required to be under no obligation to exercise any provided by Section 4.02 for the purposes of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in determining compliance with such request or directionany provisions of this Indenture.
Appears in 3 contracts
Samples: Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties, covenants or obligations shall be read into this Indenture against the Trustee, where duties and obligations shall be determined solely by the express provisions of this Indenture; and
(2ii) in the absence of bad faith willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from Holders pursuant to Section 6.5the terms of this Indenture.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section.
(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 CompanyIssuer.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 Section, and to the provisions of this Article 7 shall apply to the TIA.
(h) Unless otherwise specifically provided Trustee in this Indentureits role as Registrar, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the CompanyPaying Agent and Notes Custodian.
(i) The Trustee shall not be under no obligation deemed to exercise any have notice of a Default or an Event of Default unless a Trust Officer of the rights Trustee has received written notice thereof (in accordance with the notice provisions of this Indenture) from the Issuer or powers vested in it by any Holder and such notice references the Notes and this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionIndenture.
Appears in 3 contracts
Samples: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties, covenants or obligations shall be read into this Indenture against the Trustee, where duties and obligations shall be determined solely by the express provisions of this Indenture; and
(2ii) in the absence of bad faith willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from Holders pursuant to Section 6.5the terms of this Indenture.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section.
(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 CompanyIssuer.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided , and the provisions of this Article 7 shall apply to the Trustee in this Indentureits role as Registrar, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the CompanyPaying Agent and Notes Custodian.
(i) The Trustee shall not be under no obligation deemed to exercise any have notice of a Default or an Event of Default unless a Trust Officer of the rights Trustee has received written notice thereof (in accordance with the notice provisions of this Indenture) from the Issuer or powers vested in it by any Holder and such notice references the Notes and this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionIndenture.
Appears in 3 contracts
Samples: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.58.05 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Exchange Agreement (Mercer International Inc.), Exchange Agreement (Mercer International Inc.), Exchange Agreement (Mercer International Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this the Trust Indenture Act and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee and the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officer’s Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee or the Collateral Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee or the Collateral Trustee, the Trustee or the Collateral Trustee, as applicable, shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01(b);
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Eighth Supplemental Indenture (Navios Maritime Holdings Inc.), Indenture (Navios Maritime Holdings Inc.), Indenture (Navios Maritime Acquisition CORP)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.58.05 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Mercer International Inc), Indenture (Magna Entertainment Corp), Indenture (Magna Entertainment Corp)
Duties of Trustee. (a) If a Default or an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise thereof as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of a Default or an Event of Default:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into implied in this Indenture against the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;7.01.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.02, 6.04 or 6.05.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ge) Every Whether or not herein expressly provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b), (c) and (d) of this Section 7.1 and to the provisions of the TIA7.01.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(if) The Trustee shall not be under no obligation to exercise liable for interest on any of money or assets received by it except as the rights or powers vested Trustee may agree in it writing with the Company. Assets held in trust by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered Trustee need not be segregated from other assets except to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred extent required by it in compliance with such request or directionlaw.
Appears in 3 contracts
Samples: Indenture (Anchor Glass Container Corp /New), Indenture (Dade Behring Holdings Inc), Indenture (Dade Behring Inc)
Duties of Trustee. (ai) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture Note and any agreement entered into between the Company and the Trustee with respect to the new Notes (the "Trustee Agreement") and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s 's own affairs.
(bii) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Note and the Trustee Agreement and no implied covenants or obligations shall be read into this Indenture Note against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this set forth in the Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(ciii) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.520.
(div) Every provision of this Note that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 15.
(v) 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.
(evi) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fvii) No provision of this Indenture Note or the Trustee Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gviii) Every provision of this Indenture Note relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions of the TIA15.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Exchange Agreement (Avondale Inc), Exchange Agreement (Avondale Inc), Exchange Agreement (Avondale Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth in this Indenture and no implied others, and no covenants or obligations shall be implied in or read into this Indenture against the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Notwithstanding anything to the contrary contained herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;601.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Holders of a majority in principal amount of the Outstanding Securities of any series pursuant to Section 6.5512 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gd) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this Section 7.1 601 and to the provisions of the TIATrust Indenture Act.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Newell Rubbermaid Inc), Indenture (Newell Rubbermaid Inc), Indenture (Newell Rubbermaid Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth in this Indenture and no implied others, and no covenants or obligations shall be implied in or read into this Indenture against the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Notwithstanding anything to the contrary contained herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;6.01.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Holders of a majority in principal amount of the Outstanding Securities of any series pursuant to Section 6.55.12 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 with respect to the Securities of such series.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gd) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b), (c) and (e) of this Section 7.1 6.01 and to the provisions of the TIATrust Indenture Act.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(ie) The Trustee shall not be under no obligation to exercise liable for interest on any of assets received by it, except as the rights or powers vested Trustee may agree in it writing with the Company. Assets held in trust by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered Trustee need not be segregated from other assets except to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred extent required by it in compliance with such request or directionlaw.
Appears in 3 contracts
Samples: Indenture (New York Times Co), Indenture (New York Times Co), Indenture (RCC Western Stores, Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the such of its rights and powers vested in it by under this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture 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 its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such with respect to certificates or opinions which by any provisions hereof are specifically required to be furnished provided to the TrusteeTrustee hereunder, the Trustee shall examine such the certificates and opinions to determine whether or not they substantially conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;Section.
(2) the Trustee The Trustees shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(4) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder with respect to any Series, except failure by the Company to cause to be made any of the payments to the Trustee required to be made hereunder, unless the Trustee shall be notified in writing of such default by the Company or by the holders of 25% in aggregate principal amount of Securities of such Series then outstanding or unless a Responsible Officer of the Trustee shall have actual knowledge of such default.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.
(e) The Trustee may refuse to perform any duty or exercise any right or power hereunder unless it receives indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it (and shall not be obligated to invest such money) except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision 7.01 is in furtherance of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be and subject to the provisions of this Section 7.1 Sections 315 and to the provisions 316 of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Bellsouth Corp), Indenture (Bellsouth Corp), Indenture (Bellsouth Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and. To the extent of any conflict between the duties of the Trustee hereunder and under the TIA, the TIA shall control.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Tesoro Alaska Co), Indenture (Tesoro Alaska Co), Indenture (Gulfmark Offshore Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s 's own affairs.
(b) Except during the continuance of an Event of DefaultDefault known to the Trustee:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that:
: (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Anacomp Inc), Indenture (Pawnmart Inc), Indenture (Pawnmart Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise thereof as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth in this Indenture and the TIA and no implied others and no covenants or obligations shall be read into implied in this Indenture against the Trustee; and.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates certificate or opinions opinion which by any provisions provision hereof are is specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.2, 6.4 or 6.5.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(ge) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b), (c) and (d) of this Section 7.1 and to the provisions of the TIA7.1.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(if) The Trustee shall not be under no obligation to exercise liable for interest on any of money or assets received by it except as the rights or powers vested Trustee may agree in it writing with the Company. Assets held in trust by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered Trustee need not be segregated from other assets except to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred extent required by it in compliance with such request or directionlaw.
Appears in 3 contracts
Samples: Indenture (Everest One Ipa Inc), Indenture (PSS Holding Inc), Indenture (Hanger Orthopedic Group Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs, except with respect to the obligation to exercise rights and remedies following an Event of Default, which right and remedies shall be performed by the Trustee acting solely upon the direction of Holders of a majority in principal amount of the Securities in accordance with Section 6.03 and Section 6.05.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01(b);
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.6.05; and
(div) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), if (b) and (c) of this Section 7.01.
(e) The Trustee shall not be liable for interest on any money received by it shall have reasonable grounds except as the Trustee may agree in writing with the Issuer.
(f) Money held in trust by the Trustee need not be segregated from other funds except to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthe extent required by law.
(g) The Trustee shall not be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.
(h) 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 7.1 and 7.01 and, to the extent made expressly applicable by the terms of this Indenture, to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Aquestive Therapeutics, Inc.), Indenture (Vivus Inc), Indenture (Sorrento Therapeutics, Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the such rights and powers vested in it by this Indenture and use the same degree of care and skill in their such exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth (or incorporated by reference) 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 its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1;Section.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer an officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05, and the Trustee shall be entitled from time to time to request such a direction.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e) The Trustee shall be under no obligation and may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Giant Industries Inc), Indenture (Giant Industries Inc), Indenture (Armor Holdings Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing with respect to the Notes, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their the exercise thereof, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of DefaultDefault with respect to the Notes:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes, as modified or supplemented by a supplemental indenture hereto, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith willful misconduct on its part, the Trustee may may, with respect to Notes, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein nor shall the Trustee have any responsibility or liability for any information set forth therein).
(c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.6.05; and
(d4) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gd) Every 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 is subject to the provisions paragraphs (a), (b) and (c) of this Section 7.1 and to the provisions of the TIA7.01.
(he) Unless otherwise specifically provided The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of writing with the Company.
(if) The Money held in trust by the Trustee shall need not be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered segregated from other funds except to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred extent required by it in compliance with such request or directionlaw.
Appears in 3 contracts
Samples: Indenture (Valvoline Inc), Indenture (Valvoline Inc), Indenture (Ashland Inc.)
Duties of Trustee. (a) If a Default or an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of a Default or an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does (c) shall not limit the effect of paragraph (b) of this Section 7.1;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.2, 6.4 or 6.5.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 Article VII and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
(j) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(k) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
(l) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.
Appears in 3 contracts
Samples: Indenture (Alliance One International, Inc.), Indenture (Alliance One International, Inc.), Indenture (Alliance One International, Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such with respect to certificates or and opinions which by any provisions hereof are specifically required to be furnished to the Trusteeit hereunder, the Trustee shall examine such the certificates and opinions to determine whether or not they substantially conform to the requirements of this Indenture (Indenture, but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.7.05; and
(div) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), if (b) and (c) of this Section 8.01.
(e) The Trustee shall not be liable for interest on any money received by it shall have reasonable grounds except as the Trustee may agree in writing with the Issuer.
(f) Money held in trust by the Trustee need not be segregated from other funds except to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthe extent required by law.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Memc Electronic Materials Inc), Indenture (Memc Electronic Materials Inc), Indenture (Memc Electronic Materials Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that 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 faith, willful misconduct or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2i) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3ii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.55.5.
(d) Every provision of this Indenture that in any way relates to the Trustee in any of its roles hereunder is subject to the provisions of this Section 6.1.
(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.
(e) Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/)
Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing with respect to any Series of Securities, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of DefaultDefault with respect to any Series of Securities:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of that Series, as modified or supplemented by a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may may, with respect to the Securities of that Series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Goodyear Tire & Rubber Co /Oh/), Indenture (Goodyear Export Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that 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 its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2i) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3ii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 7.01 and Section 7.02.
(e) The Trustee shall not be liable for interest on or the investment of any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Investment Agreement (ExlService Holdings, Inc.), Indenture (ExlService Holdings, Inc.)
Duties of Trustee. (a) If a Default or an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of a Default or an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.2, 6.4 or 6.5.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 Article VII and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ ' fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Flag Telecom Holdings LTD), Senior Euro Notes Agreement (Flag Telecom Holdings LTD)
Duties of Trustee. (a) If In case an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his own affairs.;
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such those duties and only such those duties 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
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this paragraph clause (c) does not limit the effect of paragraph clauses (b) or (d) of this Section 7.18.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant of the Holders of a majority in principal amount of Outstanding Securities relating to Section 6.5.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;
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.;
(ge) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions clauses (a), (b), (c), (d) and (f) of this Section 7.1 and to the provisions of the TIA.8.01; and
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(if) The Trustee shall not be under no obligation to exercise liable for interest on any of money or assets received by it except as the rights or powers vested Trustee may agree with the Company. Assets held in it trust by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered Trustee need not be segregated from other assets except to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred extent required by it in compliance with such request or directionlaw.
Appears in 2 contracts
Samples: Indenture (Comtech Telecommunications Corp /De/), Exhibit (Steel Dynamics Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of DefaultDefault with respect to Notes of any series:
(1) the Trustee undertakes to need perform such only those duties and only such duties as that 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 its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they reasonably conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations calculations, legal conclusions or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own gross negligent action, its own gross negligent failure to act or its own willful misconduct, except that:
(1) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.16.1;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.55.5 or exercising any trust or power conferred upon the Trustee under this Indenture.
(d) The Trustee shall not be liable for interest on Every provision of this Indenture that in any money received by it except as way relates to the Trustee may agree in writing with the Companyis subject to paragraphs (a), (b), (c) and (e) of this Section 6.1.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder and the Trustee may refuse to perform any duty or in the exercise of any of right or power or extend or risk its rights or powers, if it shall have reasonable grounds to believe that repayment of such own funds or adequate otherwise incur any financial liability unless it receives indemnity satisfactory to it against such risk any loss, liability or liability is not reasonably assured to itexpense.
(gf) Every provision of Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall not be liable for any interest on any money received by it except as the Trustee may otherwise agree in writing with the Company. Notwithstanding anything contained in this Indenture relating to the conduct or affecting contrary, the liability duties and responsibilities of or affording protection to the Trustee under this Indenture shall be subject to the provisions of this Section 7.1 protections, exculpations and limitations on liability afforded to a Trustee under the provisions of the TIA.
(h) Unless otherwise specifically provided Trust Indenture Act of 1939 as in effect as of the date of this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Trust Indenture and Security Agreement (Korth Direct Mortgage LLC), Trust Indenture and Security Agreement (Korth Direct Mortgage LLC)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are expressly and specifically set forth in this Indenture and no implied covenants covenants, duties or obligations whatsoever shall be read into implied under this Indenture against that are adverse to the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders and such other documents delivered to it pursuant to Section 12.04 hereof furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture; provided that in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this paragraph This subsection does not limit the effect of paragraph subsection (b) of this Section 7.1;7.01.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.02, 6.04 or 6.05.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in to take or omit to take any action under this Indenture or take any action at the exercise request or direction of any of its rights or powers, Holders if it shall have reasonable grounds to reasonably believe that repayment of such funds is not assured to it or it does not receive an indemnity that is, in its sole discretion, adequate indemnity against such risk risk, liability, loss, fee or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that expense which might be incurred by it in compliance with such request or direction.
(e) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d) of this
(f) The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing with the Issuer. Assets held in trust by the Trustee need not be segregated from other assets of the Trustee except to the extent required by law.
(g) In the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be accountable for the use of any of the Securities delivered hereunder or the proceeds thereof.
Appears in 2 contracts
Duties of Trustee. (a) If an Event of a Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of a Default:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this the Trust Indenture Act and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officer’s Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, bad faith or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;7.01(b).
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require law or unless otherwise agreed with the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itIssuer.
(g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions of this Section 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction application of any of money by any Paying Agent other than the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee.
Appears in 2 contracts
Samples: Indenture (Sotherly Hotels Lp), Indenture (Sotherly Hotels Lp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically expressly set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trusteeit pursuant to any provision herein, the Trustee shall examine such the certificates and opinions to determine whether or not they substantially conform to the requirements of this Indenture (but need not confirm or investigate verify the accuracy of mathematical calculations or other facts stated therein)the content thereof.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives reasonable security or indemnity satisfactory to it against any loss, liability or expense (anticipated or actual which have or may arise), including reasonable attorneys’ fees.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture The Trustee shall require not be required to give any bond or surety with respect to the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any execution of its rights and powers or powers, if it shall have reasonable grounds with respect to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIAIndenture.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall not be under no obligation bound to exercise ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionCompany hereunder.
Appears in 2 contracts
Samples: Indenture (Phi Inc), Indenture (Phi Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the its rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture Trust Agreement and no implied covenants or obligations shall be read into this Indenture against the Trusteeothers; and
(2ii) in the absence of bad faith negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereinexpressed, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this IndentureTrust Agreement. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Trust Agreement.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.112.02;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall not be liable with respect to any action it takes or omits fails to take in good faith in accordance with a direction received by it pursuant to Section 6.5.from Bondholders or the City in the manner provided in this Trust Agreement; and
(div) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Indenture Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gd) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection Trust Agreement that in any way relates to the Trustee shall be is subject to all the provisions paragraphs of this Section 7.1 and to the provisions of the TIA12.02.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(ie) The Trustee shall be under no obligation may refuse to perform any duty or exercise any of the rights right or powers vested in power unless it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee receives indemnity or security reasonably satisfactory to it against the costsany loss, expenses liability or expense.
(including reasonable attorneys’ fees and expensesf) and liabilities that might The Trustee shall not be incurred liable for interest on any cash held by it in compliance except as the Trustee may agree with such request or directionthe City.
Appears in 2 contracts
Samples: Trust Agreement, Trust Agreement
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, without investigation, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial any liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity or security reasonably satisfactory to it it, in its sole discretion, against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (J.M. Tull Metals Company, Inc.), Indenture (Ryerson Tull Inc /De/)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this Indenture the TIA and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officers’ Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;7.01.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions of this Section 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction application of any of money by any Paying Agent other than the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee.
Appears in 2 contracts
Samples: Indenture (Warner Chilcott CORP), Indenture (PQ Systems INC)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others and no implied covenants or obligations duties shall be read into this Indenture against the Trustee; and.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions Officers’ Certificates or orders Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture. However; however, in the case of any such certificates Officers’ Certificates or opinions Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers’ Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;Section.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it takes or omits with respect to take Securities of any Series in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Securities of such Series relating to Section 6.5the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care as are set forth in paragraphs (a), (b), (c), (f) and (g) 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 7.1 and with respect to the provisions of the TIATrustee.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Omnicom Group Inc), Indenture (Omnicom Group Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that 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 faith, willful misconduct or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 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.
(e) . Money held in trust by the Trustee need not shall be segregated from other funds except as directed in writing by the Company or as required by law and shall be invested by the Trustee pursuant to the extent required by lawwritten instructions of the Company reasonably satisfactory to the Trustee.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, or to take or omit to take any action hereunder or to take any action at the request or direction of Securityholders, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision The provisions of this Indenture relating to the conduct or affecting the liability of or affording protection Article VII shall apply to the Trustee shall be subject to in its role as Registrar, Paying Agent and custodian for the provisions of this Section 7.1 and to the provisions of the TIADepositary.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction The Trustee shall not be deemed to have notice of a Default or an Event of Default unless (a) the Trustee has received written notice thereof from the Company or any Holder or (b) a Responsible Officer shall be sufficient if signed by an Officer of the Companyhave actual knowledge thereof.
(i) The In the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be under no obligation to exercise any of responsible for the rights or powers vested in it by this Indenture at the request or direction application of any of money by any Paying Agent other than the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee.
Appears in 2 contracts
Samples: Exchange Agreement (James River Coal CO), Indenture (James River Coal CO)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the its rights and powers vested in it by this Indenture hereunder and use the same degree of care and skill in their its exercise as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the The Trustee, the Trustee however, shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;Section.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers of the Trustee, which may include Trust Officer Officers, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.09.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.
(f) Money held by the Trustee in trust hereunder need not be segregated except to the extent required by law. 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.
(eg) Money held in trust by the The Trustee need shall not be segregated from other funds except liable with respect to any action taken or omitted to be taken or with respect to exercising any trust or power conferred upon the Trustee, under this Indenture, by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series given pursuant to Section 6.09 of this Indenture, relating to the extent required by lawtime, method and place of conducting any proceeding for any remedy available to the Trustee.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of in this Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions of the TIATrust Indenture Act.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Natural Microsystems Corp), Indenture (Natural Microsystems Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Collateral Documents and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this Indenture and the Collateral Documents and no others, and no implied covenants or obligations Obligations shall be read into this Indenture or the Collateral Documents against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture or the Collateral Documents. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Collateral Documents.
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof or in exercising any trust or power conferred upon the Trustee under this Indenture.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01 and Section 7.02.
(e) No provision of this Indenture or the Collateral Documents shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture or the Collateral Documents at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee is hereby authorized to, instruct the Collateral Agent to, upon request from the Issuers, enter into the Priority Intercreditor Agreement on terms set forth on Annex A hereto and/or an Access Intercreditor Agreement.
(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.
(e) Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Trump Indiana Inc), Indenture (Trump Indiana Inc)
Duties of Trustee. (aA) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(bB) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that 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 faith, willful misconduct or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2i) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3ii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(dD) Whether or not herein expressly provided, every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 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.
(e) . Money held in trust by the Trustee need not shall be segregated from other funds except to the extent as required by law.
(fF) The duties and responsibilities of the Trustee hereunder shall be as provided by the TIA. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gG) Every provision The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any other authenticating agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, Securities. The Trustee or any demand, request, direction other authenticating agent shall not be accountable for the use or notice from application by the Company shall be sufficient if signed by an Officer of Securities or the Companyproceeds thereof.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: First Supplemental Indenture (Arris Group Inc), Indenture (Arris Group Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this Indenture the TIA and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officers’ Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (Indenture, but need not confirm investigate or investigate verify the accuracy of the contents thereof or of any mathematical calculations or other facts stated therein).
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;7.01.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 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 with respect to the Securities.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions of this Section 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction application of any of money by any Paying Agent other than the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee.
Appears in 2 contracts
Samples: Indenture (Quality Distribution Inc), Indenture (Quality Distribution Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and is known to the Trustee, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture Indenture, the Notes, the Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and;
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.; and
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f4) No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1.
(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 Issuers.
(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) 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 7.1 and to the provisions of the TIA7.1.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Limited Partnership)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs, except with respect to the obligation to exercise rights and remedies following an Event of Default, which right and remedies shall be performed by the Trustee acting solely upon the direction of Holders of a majority in principal amount of the Securities in accordance with Section 6.03 and Section 6.05.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01(b);
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.6.05; and
(div) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), if (b) and (c) of this Section 7.01 and the provisions of the TIA.
(e) The Trustee shall not be liable for interest on any money received by it shall have reasonable grounds except as the Trustee may agree in writing with the Issuer.
(f) Money held in trust by the Trustee need not be segregated from other funds except to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthe extent required by law.
(g) The Trustee shall not be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.
(h) 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 7.1 and 7.01 and, to the extent applicable, to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Egalet Corp), Indenture (Egalet Us Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s 's own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which specifically required by any provisions provision hereof are specifically required to be furnished to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 7.01 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Volume Services America Holdings Inc), Indenture (Volume Services America Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs, except with respect to the obligation to exercise rights and remedies following an Event of Default, which right and remedies shall be performed by the Trustee acting solely upon the direction of Holders of a majority in principal amount of the Securities in accordance with Section 6.03 and Section 6.05.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01(b);
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.6.05; and
(div) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), if (b) and (c) of this Section 7.01.
(e) The Trustee shall not be liable for interest on any money received by it shall have reasonable grounds except as the Trustee may agree in writing with the Issuer.
(f) Money held in trust by the Trustee need not be segregated from other funds except to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itthe extent required by law.
(g) The Trustee shall not be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.
(h) 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 7.1 and 7.01 and, to the extent applicable, to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Egalet Corp), Indenture (Merrimack Pharmaceuticals Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur Incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Petroquest Energy Inc), Indenture (PetroQuest Energy, L.L.C.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Wright Bilt Corp), Indenture (Key Energy Services Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s 's own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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 CompanyIssuers.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Bz Intermediate Holdings LLC), Indenture (Bz Intermediate Holdings LLC)
Duties of Trustee. (a) If an Event of a Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of a Default:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this the Trust Indenture Act, and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officers’ Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;7.01(b).
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall not be under no obligation to exercise any responsible for the use or application by the Company of the rights Securities or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionproceeds thereof.
Appears in 2 contracts
Samples: Indenture (Vantage Drilling CO), Indenture (Vantage Drilling CO)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairsaffairs with respect to the Indenture Collateral.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee; however, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.16.01;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.55.11.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section 6.01.
(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuer.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by lawlaw or the terms of this Indenture or the Sale and Servicing Agreement.
(fg) No provision The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture shall require the Trustee Indenture, to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in to honor the exercise request or direction of any of its rights the Noteholders pursuant to this Indenture, unless such Noteholder or powers, if it Noteholders shall have offered to the Trustee reasonable grounds to believe that repayment of such funds security or adequate indemnity against such risk the costs, expenses, and liabilities that might be incurred by it in compliance with the request or liability is direction. Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not reasonably assured limited to itlost profits).
(gh) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company6.01.
(i) The Trustee shall not be under no obligation deemed to exercise any of the rights or powers vested in it by this Indenture at the request or direction have notice of any Event of Default or Servicer Default unless a Responsible Officer assigned to and working in the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee’s Corporate Trust Office has actual knowledge thereof.
Appears in 2 contracts
Samples: Indenture (NewStar Financial, Inc.), Indenture (NewStar Financial, Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of DefaultDefault known to the Trustee:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture or the TIA and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this Indenture or the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereinin certificates or opinions furnished to the Trustee, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof provision of this Indenture are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated thereinin such certificates or opinions).
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer responsible officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Whether or not expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power, including without limitation, the provisions of Section 6.05, unless it receives security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Absent written instruction from the Company, the Trustee shall not be required to invest any such money. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Surgalign Holdings, Inc.), Indenture (RTI Surgical Holdings, Inc.)
Duties of Trustee. (a) If an Event of Default with respect to Securities of any series has occurred and is continuing, the Trustee will shall with respect to such series exercise such of the rights and powers vested in it by this Indenture with respect to such series and use the same degree of care and skill in their exercise as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except With respect to Securities of any series, except during the continuance of an Event of DefaultDefault with respect to Securities of such series:
(1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture or the TIA and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. HoweverThe Trustee, in the case of any such however, shall, with respect to certificates or opinions which by any provisions provision hereof are specifically required to be furnished provided to the Trustee, examine the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;Section.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Xl Capital LTD), Indenture (Xl Capital LTD)
Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing of which a Trust Officer of the Trustee has actual knowledge, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs.
(b) Except during Subject to the continuance provisions of an Event of Default:
Section 7.01(a), (1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
and (2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement. However, in In the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions 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).
(c) The Trustee may shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.02 or 6.05.
(d) The Trustee shall and any Paying Agent not be liable for interest on any money received by it except as the Trustee and any Paying Agent may agree in writing with the Company.
(e) Issuers or the Subsidiary Guarantors. Money held in trust by the Trustee or the Principal Paying Agent need not be segregated from other funds except to the extent required by lawlaw and, for the avoidance of doubt, shall not be held in accordance with the UK Client Money Rules.
(fe) No provision of this Indenture Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement shall require the Trustee Trustee, each Agent, or the Principal Paying Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.; and
(gf) Every provision Any provisions hereof or of this Indenture the Intercreditor Agreement or any Additional Intercreditor Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee or each Agent, as the case may be, shall be subject to the provisions of this Section 7.1 and to the provisions of the TIA7.01.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Senior Indenture (Ardagh Finance Holdings S.A.), Senior Indenture (Ardagh Finance Holdings S.A.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and known to the Trustee, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth in this Indenture herein and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officers’ Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (Indenture, but need not confirm or investigate verify the accuracy of mathematical calculations or other facts stated therein)contents thereof.
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.1.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions of this Section 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction application of any of money by any Paying Agent other than the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee.
Appears in 2 contracts
Samples: Indenture (Clean Harbors Inc), Indenture (Clean Harbors Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s 's own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security against loss, liability or expense satisfactory to the Trustee in its sole discretion.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1.
(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 CompanyIssuers.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(hi) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company each Issuer shall be sufficient if signed by an Officer of the Companysuch Issuer.
(ij) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ ' fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Plains Resources Inc), Indenture (Plains Exploration & Production Co L P)
Duties of Trustee. (a) If an Event of a Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of a Default:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this the Trust Indenture Act and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officers’ Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (bSection 7.01(b) of this Section 7.1;hereof.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions of this Section 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction application of any of money by any Paying Agent other than the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee.
Appears in 2 contracts
Samples: Indenture (Matrix Geophysical, Inc.), Indenture (Seitel Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of DefaultDefault with respect to the Notes:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith gross negligence or willful misconduct on its part, as determined by a court of competent jurisdiction in a final non-appealable order, the Trustee may may, with respect to Notes, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions the same to determine whether or not they they, on their faces, conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(b) In case an Event of Default with respect to the Notes has occurred and is continuing, the Trustee shall exercise with respect to the Notes such of the rights and powers vested in it by this Indenture and any indenture supplemental hereto or Board Resolution relating to the Notes, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(c) The No provision of this Indenture shall be construed to relieve the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(1) this paragraph does subsection shall not be construed to limit the effect of paragraph Subsection (ba) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it takes or omits to take in good faith in accordance with the direction of the Holders of a direction received by it pursuant majority in principal amount of the outstanding Notes relating to Section 6.5.the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes; and
(d4) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur Incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gd) Every 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 7.1 and to the provisions of the TIASection.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Dana Inc), Indenture (Dana Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person man would exercise or use under the same circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to perform such duties and only such duties as that 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 its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;7.01.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5Sections 6.02 and 6.05 hereof.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds to believe for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.
(ge) Every Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (d) of this Section 7.01 shall govern every provision of this Indenture relating that in any way relates to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions of the TIATrustee.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(if) The Trustee shall not be under no obligation to exercise liable for interest on any of money or assets received by it except as the rights Trustee may agree in writing with the Company. Money or powers vested assets held in it trust by this Indenture at the request Trustee need not be segregated from other funds or direction of any of the Holders unless such Holders shall have offered assets except to the Trustee indemnity or security reasonably satisfactory to it against extent required by the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionlaw.
Appears in 2 contracts
Samples: Indenture (Samsonite Corp/Fl), Indenture (Samsonite Corp/Fl)
Duties of Trustee. (a1) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs; provided that the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, or the Guarantees at the request or direction of any of the Holders unless such Holders have offered the Trustee indemnity or security against any loss, liability or expense reasonably satisfactory to the Trustee.
(b2) Except during the continuance of an Event of DefaultDefault with respect to any series of Notes:
(1a) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2b) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture, the Notes, or the Guarantees, as applicable. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture Indenture, the Notes, or the Guarantees, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c3) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1a) this paragraph (3) does not limit the effect of paragraph (b2) of this Section 7.17.01;
(2b) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3c) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.6.05; and
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture Indenture, the Notes, or the Guarantees shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g4) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (1), (2), and (3) of this Section 7.01.
(5) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability, claim, damage or expense.
(6) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(7) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or documents.
(8) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by one Officer of the Issuer.
(9) 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 7.1 7.01 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (ExamWorks Group, Inc.), Indenture (Verity Administrators, Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuingknown to the Trustee (and is not cured), the Trustee will shall exercise the its rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture or in the TIA and no implied covenants or obligations shall be read into implied in this Indenture against which bind the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(4) The Trustee shall, subject to Section 7.08, comply with any order or directive of a Gaming Authority that the Trustee submit an application for any license, finding of suitability or other approval pursuant to any Gaming Law and will cooperate fully and completely in any proceeding related to such application; provided, however, that if the Trustee’s resignation is pending, the failure to comply with this Section 7.01(b)(4) shall not be a violation of this Indenture.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Mandalay Resort Group), Indenture (Mandalay Resort Group)
Duties of Trustee. (a) If a Default or an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person man would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of a Default or an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.2, Section 6.4 or Section 6.5.
(d) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the CompanyIssuers.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, it being understood and agreed that the Trustee shall not be required to advance its own funds in connection with its duties and responsibilities as Trustee.
(g) 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 7.1 Article VII and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company either Issuer shall be sufficient if signed by an Officer of the Companysuch Issuer and any such demand, request, direction or notice shall be deemed to come from both Issuers unless otherwise specified therein.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
(j) The Trustee shall have no duty to inquire as to the performance of the covenants of the Issuers.
Appears in 2 contracts
Samples: Indenture (Elan Corp PLC), Indenture (Elan Corp PLC)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIASection.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (ARKO Corp.), Indenture (Murphy USA Inc.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuingcontinuing and is known to the Trustee, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture Indenture, the Notes, the Collateral Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith gross negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and;
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.; and
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f4) No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1.
(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 Issuers.
(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) 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 7.1 and to the provisions of the TIA7.1.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Limited Partnership)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the duties of the Trustee undertakes to shall be determined solely by the express provisions of this Indenture and the Trustee need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which that by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.5 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (Taylor Companies Inc), Indenture (Dawson Production Services Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this Indenture the TIA and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officers' Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (Indenture, but need not confirm or investigate verify the accuracy of mathematical calculations or other facts stated therein)contents thereof.
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.1.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions application of this Section 7.1 and to any money by any Paying Agent other than the provisions of the TIATrustee.
(h) Unless otherwise specifically provided If the Trustee shall receive conflicting or inconsistent requests from two or more groups of Holders, each representing less than a majority of the aggregate principal amount of Securities then outstanding, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 2 contracts
Samples: Indenture (RPP Capital Corp), Indenture (RPP Capital Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.12.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 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.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIASection.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Noble Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s 's own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Pledge Agreement and no implied covenants or obligations shall be read into this Indenture and the Pledge Agreement against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture and the Pledge Agreement. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate and the accuracy of mathematical calculations or other facts stated therein)Pledge Agreement.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture or the Pledge Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture or the Pledge Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and the Guarantee Agreement, and use the same degree of care and skill in their exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture or the Guarantee Agreement and no others and no implied covenants or obligations shall be read into this Indenture or the Guarantee Agreement against the Trustee; and.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture or the Guarantee Agreement. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Guarantee Agreement, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;Section.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.55.2, 5.4 or 5.5.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fiv) No provision of this Indenture or the Guarantee Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder hereunder, or in the exercise of any of its rights or powers, if unless it shall have reasonable grounds receives indemnity satisfactory to believe that repayment of such funds it against any risk, loss, liability or adequate indemnity against such risk or liability is not reasonably assured to itexpense.
(gd) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this Section 7.1 and to the provisions of the TIASection.
(he) Unless otherwise specifically provided The Trustee, in this Indentureits capacity as Trustee and Registrar and Paying Agent, any demand, request, direction or notice from the Company shall not be sufficient if signed by an Officer of liable to the Company.
(i) The Trustee shall be under no obligation to exercise , the Guarantor, the Securityholders or any of the rights or powers vested in it other Person for interest on any money received by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costsit, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.including, but not
Appears in 1 contract
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s 's own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine 38 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful wilful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.55.5.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (CBS Corp)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use with the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee; however, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate and, if applicable, the accuracy of mathematical calculations or Trustee's other facts stated therein)Related Documents.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.55.12.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(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 Companyit.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by lawlaw or the terms of this Indenture or the Contribution and Servicing Agreement.
(fg) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) 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 7.1 and to the provisions of the TIA.
(hi) Unless otherwise In no event shall the Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer, or any other party, under the Contribution and Servicing Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, powers, duties and privileges of the Servicer, in accordance with the terms of the Contribution and Servicing Agreement.
(j) The Trustee shall, and xxxxxx agrees that it will, perform all of the obligations and duties required of it under the Contribution and Servicing Agreement.
(k) Without limiting the generality of this Section, the Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement evidencing a security interest in the Equipment, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Equipment or Obligors or to effect or maintain any such insurance, (iii) except as specifically provided in the Contribution and Servicing Agreement, to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust Estate, (iv) to confirm or verify the contents (other than compliance as to form) of any reports or certificates delivered to the Trustee pursuant to this Indenture or the Contribution and Servicing Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties, or (v) to inspect the Equipment at any time or ascertain or inquire as to the performance of observance of any of the Issuer's, the Depositor's or the Servicer's representations, warranties or covenants or the Servicer's duties and obligations as Servicer under the Contribution and Servicing Agreement.
(l) Except for actions expressly authorized by this Indenture or the Contribution and Servicing Agreement or taken by the Trustee pursuant to Section 6.01(a), the Trustee shall take no action reasonably likely to impair (i) the interests of the Trust Estate in any contract or agreement now existing or hereafter created or (ii) the value of any contract or agreement now existing or hereafter created.
(m) The Trustee shall have no power to vary the corpus of the Trust Estate, except as expressly provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(in) In the event that the Note Registrar or the Paying Agent (if other than the Trustee) shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Note Registrar or the Paying Agent, as the case may be, under this Indenture, the Trustee shall be obligated, as soon as possible upon knowledge of a Responsible Officer thereof and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner so required.
(o) The Trustee shall not be under no obligation required to exercise take notice or be deemed to have notice or knowledge of any Event of Default (other than an Event of Default pursuant to Section 5.01(i) or (ii)) unless a Responsible Officer of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders Trustee shall have offered to received written notice thereof or otherwise has actual knowledge thereof. In the absence of receipt of such notice or knowledge, the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities may conclusively assume that might be incurred by it in compliance with such request or directionthere is no Event of Default.
Appears in 1 contract
Duties of Trustee. (aA) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(bB) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that 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 faith, willful misconduct or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cC) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2i) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3ii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5SECTION 6.05.
(dD) Every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this SECTION 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.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (SFBC International Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except The Trustee, except during the continuance of an Event of Default:
(1i) the Trustee undertakes to need perform such only those duties and only such duties as that 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 faith, willful misconduct or negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, ; but in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;
(2i) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Responsible Officer thereof, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3ii) the Trustee shall be not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 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.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Diodes Inc /Del/)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) . Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such with respect to certificates or and opinions which by any provisions hereof are specifically required to be furnished to the Trusteeit hereunder, the Trustee shall examine such the certificates and opinions to determine whether or not they substantially conform to the requirements of this Indenture (Indenture, but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).
(c) . The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.7.05; and
(div) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), if (b) and (c) of this Section 8.01. The Trustee shall not be liable for interest on any money received by it shall have reasonable grounds except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) the extent required by law. 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Duties of Trustee. (a) If an Event of Default which the Trustee has, or is deemed to have, notice here- under has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person would exercise ex- ercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee undertakes to perform such only those duties and only such duties as that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However; provided, however, that in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the TrusteeTrustee pursuant to this Indenture, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated thereintherein or otherwise verify the contents thereof).
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent perti- nent facts; and;
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.6.05 hereof; and
(d4) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itliability.
(gd) Every Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this Section 7.1 and to the provisions of the TIASection.
(he) Unless otherwise specifically Except for information provided in this Indentureby the Trustee concerning the Trustee, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders Trus- tee shall have offered no responsibility for any information in any prospectus or other disclosure material distrib- uted with respect to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionNotes.
Appears in 1 contract
Samples: Indenture
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will exercise the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties duties, and only such duties duties, as are specifically set forth in this Indenture Indenture, and no implied covenants or obligations shall will be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the rely upon certificates or opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability liabilities for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review, except that:
(1i) this paragraph does not limit the effect of paragraph (bSection 7.01(b) of this Section 7.1hereof;
(2ii) the Trustee shall will not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent as conclusively determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review, in ascertaining the pertinent facts; and
(3iii) the Trustee shall will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5the Note Documents.
(d) Whether herein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01 hereof.
(e) The Trustee shall will not be liable for interest on or the investment of any money received or held by it except as the Trustee may agree in writing with the Companyor risk or expend any of its own funds.
(ef) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fg) No provision of this Indenture shall or any other Note Documents will require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gh) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall will be subject to the provisions of this Section 7.1 Article 7, and to the provisions of this Article 7 will apply to the TIA.
(h) Unless otherwise specifically provided Trustee, Registrar, Paying Agent and Conversion Agent and the provisions of Sections 7.01, 7.02, 7.04 and 7.06 shall apply to the Collateral Agent as if the Collateral Agent was named in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer such sections instead of the CompanyTrustee (provided that with respect to the application of such sections to the Collateral Agent, the reference to the Fee Letter shall instead refer to the Agent Fee Letter).
(i) The Trustee shall will not be under no obligation deemed to exercise any have notice of a Default or an Event of Default unless a Trust Officer of the rights Trustee has received written notice at its Corporate Trust Office thereof from the Company or powers vested any Holder.
(j) The Trustee shall not be liable in it respect of any payment (as to the correctness or calculation 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.
(k) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture at the request or direction of any of the Holders unless such Holders shall have offered other Note Documents, requires notice to be sent to the Trustee, the Trustee indemnity may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred.
(l) The Trustee shall not be liable for interest or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred investment income on any money received by it except as the Trustee may agree in compliance writing with such request or directionthe 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
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders Officers’ Certificates and Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions Officers’ Certificates and Opinions of Counsel which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates Officers’ Certificates and opinions Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph subsection does not limit the effect of paragraph subsections (b) or (f) of this Section 7.1;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (f) of this Section 7.1.
(e) The Trustee shall not be liable for interest on any money or other property received by it or for holding moneys or other property uninvested, in either case, except as otherwise agreed between the Trustee may agree in writing with Company and the Company.
(e) Trustee. Money and other property held in trust by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds money or property except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial liability or otherwise, in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIATrust Indenture Act, where applicable.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Expedia, Inc.)
Duties of Trustee. (ai) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(ba) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cb) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(c) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIATIA and the provisions of this Article Seven shall apply to the Trustee in its role as Registrar, Paying Agent and Security Custodian.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction The Trustee shall not be deemed to have notice of a Default or an Event of Default unless (a) the Trustee has received written notice thereof from the Company shall be sufficient if signed by an or any Holder or (b) a Trust Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionactual knowledge thereof.
Appears in 1 contract
Samples: Indenture (Amc Entertainment Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture Indenture, and use the same degree of care and skill in their exercise its exercise, as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and the TIA and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and. To the extent of any conflict between the duties of the Trustee hereunder and under the TIA, the TIA shall control.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability liabilities for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05 hereof.
(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section.
(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Tesoro Petroleum Co Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the such rights and powers vested in it by this Indenture and use the same degree of care and skill in their such exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth (or incorporated by reference) in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1;Section.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer an officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant from the Agent, and the Trustee shall be entitled from time to Section 6.5time to request such a direction.
(d) The Trustee shall not be liable for interest on Every provision of this Indenture and each Collateral Document that in any money received by it except as way relates to the Trustee may agree in writing with the Companyis subject to paragraphs (a), (b) and (c) of this Section.
(e) Money held in trust by the The Trustee need not shall be segregated from other funds except under no obligation and may refuse to the extent required by law.
(f) perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. No provision of this Indenture or any Collateral Document shall -45- require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Borrower. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) Every provision The Trustee shall not be required to take notice, and shall not be deemed to have notice, of this Indenture relating to the conduct any Default or affecting the liability Event of or affording protection to Default hereunder, unless the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions notified specifically of the TIA.
(h) Unless otherwise specifically provided Default or Event of Default in this Indenture, any demand, request, direction a written instrument or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation document delivered to exercise any of the rights or powers vested in it by this Indenture at the request Borrower or direction any Guarantor, or by the Agent or the Majority Noteholders. In the absence of any delivery of the Holders unless such Holders shall have offered to a notice satisfying those requirements, the Trustee indemnity may assume that there is no Default or security reasonably satisfactory to it against the costsEvent of Default, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionexcept as noted above.
Appears in 1 contract
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this Indenture the TIA and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officers' Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (Indenture, but need not confirm or investigate verify the accuracy of mathematical calculations or other facts stated therein)contents thereof.
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.1.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision In the absence of this Indenture relating to bad faith, negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions of this Section 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction application of any of money by any Paying Agent other than the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee.
Appears in 1 contract
Samples: Indenture (Salt Holdings Corp)
Duties of Trustee. (a) If an Event of a Default has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of a Default:
(1) the The Trustee undertakes to need perform such duties and only such those duties as are specifically set forth herein or in this the Trust Indenture Act and no implied covenants duties, covenants, responsibilities or obligations shall be read into implied in this Indenture against the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates (including Officers' Certificates) or opinions or orders (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;7.01(b).
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every provision In the absence of this Indenture relating to bad faith, gross negligence or willful misconduct on the conduct or affecting part of the liability of or affording protection to Trustee, the Trustee shall not be subject to responsible for the provisions of this Section 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction application of any of money by any Paying Agent other than the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionTrustee.
Appears in 1 contract
Samples: Indenture (Poindexter J B & Co Inc)
Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the same circumstances in the conduct of such Person’s his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth in this Indenture and no implied covenants or obligations duties shall be read into this the Indenture against the Trustee; and.
(2) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. HoweverIndenture but, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1) this This paragraph does not limit the effect of paragraph (b) of this Section 7.1;7.01.
(2) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer faith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5the terms hereof.
(4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have 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.
(d) Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (e) of this Section 7.01 shall govern every provision of this Indenture that in any way relates to the Trustee.
(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it in its sole discretion against any loss, liability, expense or fee.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) Issuer or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Meritage Homes CORP)
Duties of Trustee. (a) If an Event of Default actually known to a Trust Officer of the Trustee has occurred and is continuing, the Trustee will shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s his or her own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request of any of the Holders of Notes, unless they shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
(bi) Except during The Trustee and the continuance of an Event of Default:
(1) the Trustee undertakes to Agents will perform such duties and only such those duties as are specifically set forth in this Indenture herein and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; andTrustee or the Agents.
(2ii) in In the absence of bad faith on its their part, the Trustee and the Agents may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders and such other documents delivered to them pursuant to Section 11.4 hereof furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein)Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph does not limit the effect of paragraph subsection (b) of this Section 7.1;.
(2ii) Neither the Trustee nor Agent shall not be liable for any error of judgment made in good faith by a Trust Officer of such Trustee or Agent, unless it is proved that the Trustee or such Agent was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.8.
(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it or it does not receive an indemnity satisfactory to it in its sole discretion against such risk, liability, loss, fee or expense which might be incurred by it in compliance with such request or direction.
(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d) of this Section 7.1. 79 71
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) Every Any provision of this Indenture hereof relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and to and, upon qualification of this Indenture under the provisions of TIA, the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Versatel Telecom Bv)
Duties of Trustee. 123
(a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of DefaultDefault of which a Trust Officer of the Trustee has actual knowledge:
(1A) the Trustee undertakes to perform such duties and only such duties as are specifically set forth as duties of the Trustee in this Indenture or the other Notes Documents and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2B) in the absence of bad faith faith, willful misconduct or gross negligence on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this IndentureIndenture or the other Notes Documents, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture Indenture, or the other Notes Documents, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1A) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01;
(2B) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3C) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.6.05; and
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(fD) No provision of this Indenture or the other Notes Documents shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it.
(gd) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this Section 7.1 and to the provisions of the TIA7.01.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(ie) The Trustee shall not be under no obligation liable for interest or investment income on any money received by it except as the Trustee may agree in writing with the Parent Issuer.
(f) Money held in trust by the Trustee need not be segregated from other funds except to exercise the extent required by law, the Collateral Documents, the Intercreditor Agreements, Article VIII or Article XI.
(g) The Trustee shall furnish all notices, deliverables, certificates, financial statements and reports delivered, or required to be delivered, by any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered Note Party to the Trustee indemnity pursuant to this Indenture or security reasonably satisfactory the other Notes Documents as promptly as practicable and, in any event, within five Business Days of receipt thereof to it against (i) the costsHolders, expenses (including reasonable attorneys’ fees ii) the GS Purchasers prior to the GS Disposition Date and expenses(iii) and liabilities that might be incurred by it in compliance with such request or directionthe Ares Purchasers prior to the Ares Disposition Date.
Appears in 1 contract
Samples: Indenture (Option Care Health, Inc.)
Duties of Trustee. (a1) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the such rights and powers vested in it by this Indenture and use the same degree of care and skill in their such exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs.
(b2) Except during the continuance of an Event of Default:
(1a) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth (or expressly incorporated by reference) in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and.
(2b) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c3) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1a) this This paragraph (3) does not limit the effect of paragraph (b2) of this Section 7.1;Section.
(2b) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer an officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3c) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.05, and the Trustee shall be entitled from time to time to request such a direction.
(d4) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (1), (2) and (3) of this Section.
(5) The Trustee shall be under no obligation and may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.
(6) 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.
(e) . Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the such rights and powers vested in it by this Indenture and use the same degree of care and skill in their such exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Person’s person's own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the The Trustee undertakes to need perform such only those duties and only such duties as that are specifically set forth (or incorporated by reference) in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; andothers.
(2ii) in In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates and opinions 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).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act act, or its own willful misconduct, except that:
(1i) this This paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1;Section.
(2ii) the The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer an officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and.
(3iii) the The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant from the Agent, and the Trustee shall be entitled from time to Section 6.5time to request such a direction.
(d) The Trustee shall not be liable for interest on Every provision of this Indenture and each Collateral Document that in any money received by it except as way relates to the Trustee may agree in writing with the Companyis subject to paragraphs (a), (b) and (c) of this Section.
(e) Money held in trust by the The Trustee need not shall be segregated from other funds except under no obligation and may refuse to the extent required by law.
(f) perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. No provision of this Indenture or any Collateral Document shall -45- 50 require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Borrower. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) Every provision The Trustee shall not be required to take notice, and shall not be deemed to have notice, of this Indenture relating to the conduct any Default or affecting the liability Event of or affording protection to Default hereunder, unless the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions notified specifically of the TIA.
(h) Unless otherwise specifically provided Default or Event of Default in this Indenture, any demand, request, direction a written instrument or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation document delivered to exercise any of the rights or powers vested in it by this Indenture at the request Borrower or direction any Guarantor, or by the Agent or the Majority Noteholders. In the absence of any delivery of the Holders unless such Holders shall have offered to a notice satisfying those requirements, the Trustee indemnity may assume that there is no Default or security reasonably satisfactory to it against the costsEvent of Default, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or directionexcept as noted above.
Appears in 1 contract
Samples: Indenture (Brigham Exploration Co)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Senior Secured Notes Indenture and use the same degree of care and skill in their exercise as a prudent Person person would exercise or use under the circumstances in the conduct of such Personperson’s own affairs.
(b) Except during the continuance of an Event of Default:
(1i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Senior Secured Notes Indenture and no implied covenants or obligations shall be read into this Senior Secured Notes Indenture against the TrusteeTrustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Senior Secured Notes Indenture shall not be construed as a duty); and
(2ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Senior Secured Notes Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of any such certificates or opinions which required by any provisions provision hereof are specifically required to be furnished provided to the Trusteeit, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Senior Secured Notes Indenture (but need not confirm or investigate the truth or accuracy of mathematical calculations or other facts facts, statements or opinions stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1i) this paragraph does not limit the effect of paragraph (b) of this Section 7.17.01;
(2ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and;
(3iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.6.02 or 6.05; and
(div) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No no provision of this Senior Secured Notes Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(gd) Every provision of this Senior Secured Notes Indenture relating to the conduct or affecting the liability of or affording protection that in any way relates to the Trustee shall be is subject to the provisions paragraphs (a), (b) and (c) of this Section 7.1 and to the provisions of the TIA7.01.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(ie) The Trustee shall not be under no obligation to exercise liable for interest on any of money received by it except as the rights Trustee may agree in writing with the Issuers or powers vested in it BP I.
(f) Money held by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered Trustee need not be segregated from other funds except to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred extent required by it in compliance with such request or directionlaw.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Beverage Packaging Holdings (Luxembourg) v S.A.)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s 's own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.
Appears in 1 contract
Samples: Indenture (Cornell Companies Inc)
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(ba) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, certificates or opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(cb) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph clause (b) of this Section 7.1Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.56.12.
(c) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section.
(d) 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.
(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) 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 7.1 and to the provisions of the TIA.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.Section.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
