Obligation to Act. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any of the Security Documents (i) if such action would, in the reasonable opinion of the Collateral Agent (which may be based on the advice or opinion of legal counsel), be contrary to applicable law or any of the Security Documents, (ii) if such action is not specifically provided for in this Agreement or any of the Security Documents to which it is a party, (iii) if, in connection with the taking of any such action hereunder or under any of the Security Documents that would constitute an exercise of remedies hereunder or under any of the Security Documents it shall not first be indemnified to its satisfaction by the relevant Secured Parties against any and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its counsel by reason of taking or continuing to take any such action, (iv) if, notwithstanding anything to the contrary contained in this Agreement, in connection with the taking of any such action that would constitute a payment due under any agreement or document, it shall not first have received from the applicable the Secured Parties or the Grantors funds equal to the amount payable, (v) if such action would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) if such action would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified.
Obligation to Act. Except during the continuance of an Event of Default, the Trustee shall undertake 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. If any Event of Default shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. 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 Bondholders pursuant to this Indenture unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred in compliance with such request or direction. Notwithstanding the foregoing, the Trustee will be obligated (i) to declare an acceleration required by Section 11.2 and draw on any Letter of Credit and pay the Bondholders pursuant to that acceleration or (ii) take actions required to effect a redemption, regardless of whether the Trustee has received such indemnity.
Obligation to Act. The Bank shall be obligated to act only in accordance with the Resolution and any written instructions received in accordance therewith; provided, however, that the Bank is authorized hereby to comply with any orders, judgments or decrees of any court with or without jurisdiction and shall not be liable as a result of its compliance with the same.
Obligation to Act. Each of IDM and WPP shall each exercise all of its rights as a shareholder of the Company in a manner that gives effect to and is consistent with the provisions of this Agreement and the Related Agreements; provided that, unless otherwise agreed in its sole and absolute discretion, no party shall be obligated to provide any additional funds to Company following the Closing, whether in the form of a purchase of shares, capital contributions or loan.
Obligation to Act. The ARC shall take action on any plans and specifications submitted as herein provided within thirty (30) days after receipt thereof and receipt of any additional matters reasonably requested by the ARC. Approval by the ARC, if granted, together with any conditions imposed by the ARC shall be placed in writing on the plans and specifications and shall be returned to the applicant. Should the ARC fail to act, the applicant may petition the Board to perform the unperformed obligations the ARC, in which case the Board shall have the right to act on behalf (and in lieu) of the ARC with respect to such unperformed obligations.
Obligation to Act. Except during the continuance of an Event of Default, the Trustee shall undertake 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. If any Event of Default shall have occurred and be continuing, the Trustee shall exercise such of the rights and remedies vested in it by this Indenture and shall use the same degree of care in their exercise as a prudent person would exercise or use in the circumstances in the conduct of his own affairs. 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 Bondholders pursuant to this Indenture unless such Bondholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred in compliance with such request or direction. Wherever, in this Indenture provision is made for indemnity by the owners of the Bonds, if the owner providing such indemnity has an aggregate net worth or net asset value of at least $50,000,000, as set forth in its most recent audited financial statements or as otherwise satisfactorily demonstrated to the Trustee, the Trustee may not require any indemnity bond or other security for such indemnity. In any case where more than one owner is providing indemnity, such indemnity shall be several and not joint and, as to each owner, such indemnity obligations shall not exceed its percentage interest of outstanding Bonds.
Obligation to Act. The Division, in administering the Agreement, shall act reasonably, fairly, in good faith, and in a manner consistent with the Collective Agreement as a whole.
Obligation to Act. In taking any action under this Indenture, the Trustee shall not take the Bond Insurance Policy into account in determining whether the rights of the Bondholders are adversely affected by its actions. If any Event of Default shall have occurred and be continuing, the Trustee shall exercise such of the rights and remedies vested in it by this Indenture and shall use the same degree of care in their exercise as a prudent man would exercise or use in the circumstances in the conduct of his own affairs; provided, that if in the opinion of the Trustee such action may tend to involve expense or liability, it shall not be obligated to take such action unless it is furnished with indemnity satisfactory to it.
Obligation to Act. 70 SECTION 11.07. RELIANCE........................................................................71 SECTION 11.08. TRUSTEE MAY DEAL IN BONDS.......................................................71 SECTION 11.09.
Obligation to Act. 63 SECTION 12.7. Reliance..............................................................................63 SECTION 12.8. Trustee May Deal in Bonds.............................................................63 SECTION 12.9.
