Indemnity to Trustee Sample Clauses

Indemnity to Trustee. Provided it shall not have acted gross negligently or fraudulently, without prejudice to the right of indemnity by law given to the Trustee, the Trustee and every attorney, agent or other person appointed by the Trustee hereunder shall be entitled to be fully indemnified out of all and any monies in the Trustee’s hands arising from the trusts created hereunder in respect of all liabilities and expenses incurred by the Trustee in the exercise or purported exercise, of the trusts hereof, the exercise or purported exercise of any powers, authorities or discretions vested in the Trustee under this Deed and the other Transaction Documents to which the Trustee is a party, and against all actions, proceedings, costs, claims and demands or in respect of any matter, thing or step taken done or omitted in any way taken by the Trustee at the request of any Subordinated Debtholder pursuant to this Deed or the other Transaction Documents to which the Trustee is a party or in any way relating to or in connection with the performance of the obligations and duties of the Trustee hereunder and under the other Transaction Documents to which the Trustee is a party and the Trustee may, in priority to any payment to any Subordinated Debtholder, retain and pay out of all such monies in their hands, all sums necessary to effect such indemnity and also the remuneration of the Trustee as herein provided to the extent permitted by law. Provided that the Trustee shall, notwithstanding the above, be obliged to take all necessary steps to enforce this Deed and the other Transaction Documents to which the Trustee is a party when required by this Deed or such other Transaction Documents to which the Trustee is a party, as the case may be.
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Indemnity to Trustee. (a) Subject to compliance by the Trustee with clause 7.6 and any other duties or obligations imposed on the Trustee, whether by statute or otherwise (including under section 420A of the Corporations Act), in conducting the sale process contemplated under clause 7.6, to the extent permitted by law each Preference Unit Holder indemnifies the Trustee against any Loss (including Consequential Loss) incurred or suffered by the Trustee in connection with or arising out of any sale of the Sale Assets. (b) Each Preference Unit Holder’s liability under the indemnity in clause 7.7(a) is limited to its Unit Holder’s Proportion of such Loss and/or Consequential Loss.
Indemnity to Trustee for Tax and other liabilities (a) to the extent that the Trustee incurs any liability for Tax that becomes payable by the Trustee (other than Tax properly payable by the Trustee in respect of the Trustee’s taxable income or Tax which, under this Deed, is not payable out of the Assets): (i) after the Trust has been wound up; and (ii) in respect of which the Trustee would have been entitled to indemnification under this Deed had the Tax liability arisen before the Trust was wound up (ignoring any limitation on the Trustee’s right to indemnification under this Deed other than those limitations set out in clause 17.1); and (b) to the extent that the Trustee incurs any liability as a result of an act or omission requested by that Unit Holder or former Unit Holder: (i) after the Trust has been wound up; and (ii) in respect of which the Trustee would have been entitled to indemnification under this Deed had the liability arisen before the Trust was wound up (ignoring any limitation on the Trustee’s right to indemnification under this Deed other than those limitations set out in clause 17.1).

Related to Indemnity to Trustee

  • LIMITATION OF LIABILITY TO TRUST PROPERTY The term “

  • Certificate to Trustee The Company will furnish to the Trustee annually, on or before a date not more than four months after the end of its fiscal year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain the statements required by Section 10.04) from its principal executive, financial or accounting officer as to his or her knowledge of the compliance of the Company with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of the Trust Indenture Act.

  • Written Statement to Trustee The Issuer will furnish to the Trustee on or before March 31 in each year (beginning with March 31, 2006) a brief certificate (which need not comply with Section 11.05) from the principal executive, financial or accounting officer of the Issuer stating that in the course of the performance by the signer of his duties as an officer of the Issuer he would normally have knowledge of any default or non-compliance by the Issuer in the performance of any covenants or conditions contained in this Indenture, stating whether or not he has knowledge of any such default or non-compliance and, if so, specifying each such default or non-compliance of which the signer has knowledge and the nature thereof.

  • Notice to Trustee The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment of distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  • Election to Redeem; Notice to Trustee The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.

  • Assignment to Trustee The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer's rights and obligations hereunder to the Trustee.

  • Indemnity of Agent The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Bylaws or the Code permitted prior to adoption of such amendment).

  • Right to Redeem; Notices to Trustee 20 SECTION 3.02 Selection of Securities to Be Redeemed...........................20 SECTION 3.03

  • Opinion of Counsel to Be Given to Trustee No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11.

  • Election To Redeem; Notices to Trustee If the Issuer elects to redeem Notes pursuant to paragraph 6 of the Notes, at least 45 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 65 days before the Redemption Date, the Issuer shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the redemption price, and deliver to the Trustee an Officers’ Certificate stating that such redemption will comply with the conditions contained in paragraph 6 of the Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03.

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