Liability of Voting Trustee. The Voting Trustee shall exercise its best judgment in voting the Shares or otherwise in acting hereunder but shall not be liable to any person hereunder for any thing done or suffered or omitted in connection therewith except for its own willful misconduct or gross negligence. No Voting Trustee shall be required to give any bond or other security for the discharge of its duties.
Liability of Voting Trustee. In exercising the rights and powers of the Voting Trustee hereunder, the Voting Trustee will exercise all such rights and powers in the Voting Trustee’s best judgment and in accordance with the recommendations of the Voting Consultant; provided, however, the Voting Trustee shall not be liable for any action taken by the Voting Trustee or the Voting Trustee’s agent, except for liability arising from the Voting Trustee’s bad faith, willful misconduct or gross negligence. The Voting Trustee shall not be required to give any bond or other security for the discharge of the Voting Trustee’s duties.
Liability of Voting Trustee. In voting, or otherwise acting hereunder with respect to shares deposited hereunder, the Voting Trustee shall be entitled to exercise his own absolute discretion and judgment subject to the conditions imposed by Section 10 hereof; but he assumes no responsibility in respect to any action taken by him or his agents, and neither the Voting Trustee nor any of his agents shall incur any responsibility or liability by reason of any error of law or anything done or suffered or omitted, except for individual malfeasance. Neither the Voting Trustee nor any of his agents shall be required to give any bond or other security for the discharge of duties.
Liability of Voting Trustee. Subject to the terms of this Agreement, it is the intention of the parties that the Voting Trustee have unfettered discretion to vote the Trust Shares as the Voting Trustee deems appropriate. No Voting Trustee shall be liable to Shareholder or any other person for any loss arising out of or in connection with his or her voting of any of the Trust Shares or any other action or inaction as Voting Trustee hereunder, unless such loss was caused by a Voting Trustee's gross negligence or willful misconduct. The Voting Trustee may consult with counsel of his choice, and shall have full and complete authorization and protection for any action taken or suffered by the Voting Trustee under this Agreement in good faith and in accordance with the opinion of such counsel.
Liability of Voting Trustee. The Voting Trustee shall not be personally liable for any acts or omissions taken as Voting Trustee except on account of willful misconduct.
Liability of Voting Trustee. Provided that the Voting Trustee gives the holders of Voting Stock certificates fifteen (15) days prior written notice of whether or not he will vote the shares of stock in accordance with the their recommendations, the Voting Trustee shall exercise business judgment in voting the shares of stock of the Company, or otherwise acting hereunder, with respect to such shares, but shall not be liable to the holders of Voting Trust Certificates for errors of law or of any thing done or suffered or omitted in connection therewith, except for his own individual willful misconduct. The Voting Trustee shall act with due care and shall act in compliance with all applicable laws, but shall not be bound by the prudent person rule or any equivalent rule imposing fiduciary liability. The Voting Trustee shall not be required to give any bond or other security for the discharge of his duties.
Liability of Voting Trustee. The Voting Trustee shall not incur any responsibility as a stockholder, Voting Trustee or otherwise by reason of any error of judgment or mistake of law or other mistake, or for any act or omission of any agent or attorney, or for any misconstruction of the Agreement, or any action of any sort taken or omitted hereunder and believed by him to be in accordance with the provisions and intents hereof or otherwise, except for his own individual willful misconduct. The Voting Trustee may act and receive compensation as a director, officer, agent or member or any committee of the Company or of any controlled or subsidiary or affiliated company, or be otherwise associated therewith; and he or any entity in which he may hold an interest or a position, or any person associated with any such entity, may, to the extent permitted by law, and without liability in any way or under any circumstances by reason hereof, contract or otherwise deal with the Company or with any controlled or subsidiary or affiliated company, as fully as though the Voting Trustee were not a trustee.
Liability of Voting Trustee. In exercising the rights and powers of the Voting Trustee, the Voting Trustee will exercise his best judgment; provided, however, the Voting Trustee shall assume no responsibility in respect to any action taken by him or his agent and no Voting Trustee shall incur any responsibility by reason of any error of law or of anything done, suffered or omitted, except for his own individual willful misconduct. The Voting Trustee shall not be required to give any bond or other security for the discharge of his duties.
Liability of Voting Trustee. In exercising the rights and powers of the Voting Trustee hereunder, the Voting Trustee will exercise such rights and powers faithfully and diligently and in accordance with all applicable law; provided, however, the Voting Trustee shall not be liable for any action taken by such Voting Trustee or the Voting Trustee’s agent, except for liability arising from the Voting Trustee’s willful misconduct or gross negligence (as adjudicated in a final non-appealable decision by a court of competent jurisdiction). The Voting Trustee shall not be required to give any bond or other security for the discharge of the Voting Trustee’s duties. The Voting Trustee has no liability under and no duty to inquire as to the provisions of any document other than this Agreement, including without limitation the Purchase Agreement, the Consent Decree (as defined below) or any other agreement between any or all of the parties hereto or any other Persons, even though reference thereto may be made herein and whether or not a copy of such agreement has been provided to the Voting Trustee. The Voting Trustee has no fiduciary or discretionary duties of any kind to any party or other Person. For the avoidance of doubt, the Voting Trustee shall have no discretion with respect to any Voting Matter and shall have no authority to follow the directions of the Shareholders with respect to any Voting Matter. The Voting Trustee may consult, at the Shareholders’ expense, legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of its duties hereunder and will incur no liability and will be fully indemnified from any liability whatsoever in acting in good faith in accordance with the advice of such counsel. The Voting Trustee shall have no duty to review any information concerning the substance of any Voting Matter or to keep itself informed as to the operation or financial condition of the Company or to inform the Shareholders of any such information.
Liability of Voting Trustee. In exercising the rights and powers of the Voting Trustee, the Voting Trustee will act in accordance with the standard of care that would apply to a director of a Delaware corporation, assuming for this purpose that the Company is a corporation incorporated under the laws of the State of Delaware and the Voting Trustee is a director of such corporation; provided, however, the Voting Trustee shall assume no responsibility or liability to the Company or the Beneficiaries for breach of fiduciary duty except and only to the extent that they would be personally liable for an action or failure to take action if he were a director of a Delaware corporation and the Company was a corporation incorporated under the laws of the State of Delaware. The Voting Trustee shall not be required to give any bond or other security for the discharge of his duties.
