Officers and Trustees’ Good Faith Action Sample Clauses

Officers and Trustees’ Good Faith Action. Expert Advice, No Bond or Surety
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Officers and Trustees’ Good Faith Action. Expert Advice, No Bond or Surety 25 Section 4. Insurance 26
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Officers and Trustees’ Good Faith Action. EXPERT ADVICE, NO BOND OR SURETY. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. An officer or Trustee shall be liable to the Trust and to any Shareholder solely for such officer's or Trustee's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of such officer or Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties as officers or Trustees. No such officer or Trustee shall be liable for any act or omission in accordance with such advice and no inference concerning liability shall arise from a failure to follow such advice. The officers and Trustees shall not be required to give any bond as such, nor any surety if a bond is required.
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Officers and Trustees’ Good Faith Action. EXPERT ADVICE, NO BOND OR SURETY. The exercise by the Trustees of their powers and discretion hereunder shall be binding upon everyone interested. An officer or Trustee shall be liable to the Trust and to any Shareholder solely for such officer's or Trustee's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of such officer or Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. Subject to the foregoing, the Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, consultant, investment adviser, administrator, distributor, underwriter, custodian or transfer agent, dividend disbursing agent, shareholder servicing agent or accounting agent of the trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. In discharging their duties, the Trustees, when acting in good faith, shall be entitled to rely upon the books of account of the Trust and upon written reports made to the Trustees by an officer appointed by them, any independent public accountant or auditor, and (with respect to the subject matter of the relevant contract involved) any officer, partner or responsible employee of a contracting party employed by the Trust. The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties as officers or Trustees. No such officer or Trustee shall be liable for any act or omission in accordance with such advice and no inference concerning liability shall arise from a failure to follow such advice. The officers and Trustees shall not be required to give any bond as such, nor any surety if a bond is required.
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Officers and Trustees’ Good Faith Action. EXPERT ADVICE, NO BOND OR SURETY. THE EXERCISE BY THE TRUSTEES OF THEIR POWERS AND DISCRETION HEREUNDER SHALL BE BINDING UPON EVERYONE INTERESTED. AN OFFICER OR TRUSTEE SHALL BE LIABLE TO THE TRUST AND TO ANY SHAREHOLDER SOLELY FOR SUCH OFFICER'S OR TRUSTEE'S OWN WILLFUL MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR RECKLESS DISREGARD OF THE DUTIES INVOLVED IN THE CONDUCT OF THE OFFICE OF SUCH OFFICER OR TRUSTEE, AND FOR NOTHING ELSE, AND SHALL NOT BE LIABLE FOR ERRORS OF JUDGMENT OR MISTAKES OF FACT OR LAW. SUBJECT TO THE FOREGOING, THE TRUSTEES SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY EVENT FOR ANY NEGLECT OR WRONGDOING OF ANY OFFICER, AGENT, EMPLOYEE, CONSULTANT, INVESTMENT ADVISER, ADMINISTRATOR, DISTRIBUTOR, UNDERWRITER, CUSTODIAN OR TRANSFER AGENT, DIVIDEND DISBURSING AGENT, SHAREHOLDER SERVICING AGENT OR ACCOUNTING AGENT OF THE TRUST, NOR SHALL ANY TRUSTEE BE RESPONSIBLE FOR THE ACT OR OMISSION OF ANY OTHER TRUSTEE. IN DISCHARGING THEIR DUTIES, THE TRUSTEES, WHEN ACTING IN GOOD FAITH, SHALL BE ENTITLED TO RELY UPON THE BOOKS OF ACCOUNT OF THE TRUST AND UPON WRITTEN REPORTS MADE TO THE TRUSTEES BY AN OFFICER APPOINTED BY THEM, ANY INDEPENDENT PUBLIC ACCOUNTANT OR AUDITOR, AND (WITH RESPECT TO THE SUBJECT MATTER OF THE RELEVANT CONTRACT INVOLVED) ANY OFFICER, PARTNER OR RESPONSIBLE EMPLOYEE OF A CONTRACTING PARTY EMPLOYED BY THE TRUST. THE OFFICERS AND TRUSTEES MAY OBTAIN THE ADVICE OF COUNSEL OR OTHER EXPERTS WITH RESPECT TO THE MEANING AND OPERATION OF THIS DECLARATION OF TRUST AND THEIR DUTIES AS OFFICERS OR TRUSTEES. NO SUCH OFFICER OR TRUSTEE SHALL BE LIABLE FOR ANY ACT OR OMISSION IN ACCORDANCE WITH SUCH ADVICE AND NO INFERENCE CONCERNING LIABILITY SHALL ARISE FROM A FAILURE TO FOLLOW SUCH ADVICE. THE OFFICERS AND TRUSTEES SHALL NOT BE REQUIRED TO GIVE ANY BOND AS SUCH, NOR ANY SURETY IF A BOND IS REQUIRED.
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Officers and Trustees’ Good Faith Action. Expert Advice, No Bond or Surety 21 Section 4. Insurance 21 ARTICLE VIII. MISCELLANEOUS 21 Section 1. Liability of Third Persons Dealing with Trustees 21 Section 2. Dissolution of Trust or Series 21 Section 3. Merger and Consolidation; Conversion 22 (a) Merger and Consolidation. 22 (b) Conversion 22 Section 4. Reorganization 22 Section 5. Amendments 23 Section 6. Filing of Copies, References, Headings 23 Section 7. Applicable Law 24 Section 8. Provisions in Conflict with Law or Regulations 24 Section 9. Business Trust Only 24 Section 10. Use of the Name "Ingenuity" 24 AGREEMENT AND DECLARATION OF TRUST INGENUITY CAPITAL TRUST AGREEMENT AND DECLARATION OF TRUST made as of the 9th day of July 1999 by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided. This Agreement and Declaration of Trust was made be effective upon the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware.
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Officers and Trustees’ Good Faith Action. Expert Advice, No Bond or Surety 27 Section 4. Insurance 28 ARTICLE IX. Miscellaneous 28 Section 1. Liability of Third Persons Dealing with Trustees 28 Section 2. Dissolution of Trust or Series 28 Section 3. Merger and Consolidation; Conversion 29 (a) Merger and Consolidation 29 (b) Conversion 29 Section 4. Reorganization 29 Section 5. Amendments 30 Section 6. Filing of Copies, References, Headings 30 Section 7. Applicable Law 30
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Officers and Trustees’ Good Faith Action. Expert Advice, No Bond or Surety 24 Section 4. Insurance 24 ARTICLE IX. Miscellaneous 24 Section 1. Liability of Third Persons Dealing with Trustees 24 Section 2. Dissolution of Trust or Series 25 Section 3. Merger and Consolidation; Conversion 25 (a) Merger and Consolidation 25 (b) Conversion 26 Section 4. Reorganization 26 Section 5. Amendments 27 Section 6. Filing of Copies, References, Headings 27 Section 7. Applicable Law 28 Section 8. Provisions in Conflict with Law or Regulations 28 Section 9. Statutory Trust Only 28 Section 10. Fiscal Year 28 SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF KURV ETF TRUST This SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made February 22, 2024, for the purpose of continuing the Trust as a Delaware statutory trust in accordance with the provisions hereinafter set forth..
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Related to Officers and Trustees’ Good Faith Action

  • Officers and Trustees’ Good Faith Action, Expert Advice, No Bond or Surety The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. An officer or Trustee shall be liable to the Trust and to any Shareholder solely for such officer’s or Trustee’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of such officer or Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties as officers or Trustees. No such officer or Trustee shall be liable for any act or omission in accordance with such advice and no inference concerning liability shall arise from a failure to follow such advice. The officers and Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

  • Trustee's Good Faith Action Expert Advice; No Bond or Surety ................................................. 27

  • Officers and Trustees No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Trustees and Officers Good Faith Action, Expert Advice, No Bond or Surety Section 2. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee or officer shall be liable for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee or officer, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees or officers may take advice of counsel or other experts with respect to the meaning and operation of this Declaration, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees and officers shall not be required to give any bond as such, nor any surety if a bond is required. For purposes of (a) any standard of care applicable to a Trustee in the discharge of his or her duties as a trustee and (b) indemnification of a Trustee pursuant to Article VIII of this Declaration of Trust, the conduct of the Trustee shall be evaluated solely by reference to a hypothetical reasonable person, without regard to any special expertise, knowledge or other qualifications of the Trustee. In particular, and without limiting the generality of the foregoing, neither the determination that a Trustee is an “audit committee financial expert” nor the knowledge, experience or other qualifications underlying such a determination shall result in that Trustee being held to a standard of care that is higher than the standard that would be applicable in the absence of such a determination or such knowledge, experience or qualification, nor shall such a determination or such knowledge, experience or other qualification impose any duties, obligations or liabilities that are greater than would obtain in the absence of such a determination or such knowledge, experience or qualification.

  • Directors and Trustees It is understood and is expressly stipulated that neither the holders of Shares nor any member of the Board be personally liable hereunder. Whenever reference is made herein to an action required to be taken by the Board, such action may also be taken by the Board’s executive committee.

  • Trustee's Good Faith Action, Expert Advice No Bond or Surety. The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

  • Compensation of Trustees, Officers and Employees No Trustee, officer or employee of the Trust or the Fund shall receive from the Trust or the Fund any salary or other compensation as such Trustee, officer or employee while he is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Trustees, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff.

  • Officers; Agents The Board of Managers by vote or resolution shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. An officer may be removed at any time with or without cause. The officers of the Company as of the date hereof are set forth on Exhibit 6.3. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a corporation in the absence of a specific delegation of authority and all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the Company may be signed by the Chairman, if any, the President, a Vice President (including any Assistant Vice President) or the Treasurer, Controller, Secretary or Assistant Secretary at the time in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

  • Separate Trustees and Co-Trustees The Trustee shall have the power from time to time to appoint one or more persons or corporations to act either as co-trustees jointly with the Trustee, or as separate trustees, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any Mortgage Loan outside the state where the Trustee has its principal place of business, where such separate trustee or co-trustee is necessary or advisable (or the Trustee is advised by the Master Servicer that such separate trustee or co-trustee is necessary or advisable) under the laws of any state in which a Mortgaged Property is located or for the purpose of otherwise conforming to any legal requirement, restriction or condition in any state in which a Mortgaged Property is located or in any state in which any portion of the Trust Estate is located. The Master Servicer shall advise the Trustee when, in its good faith opinion, a separate trustee or co-trustee is necessary or advisable as aforesaid. The separate trustees or co-trustees so appointed shall be trustees for the benefit of all of the Certificateholders and shall have such powers, rights and remedies as shall be specified in the instrument of appointment; provided, however, that no such appointment shall, or shall be deemed to, constitute the appointee an agent of the Trustee. The Seller and the Master Servicer shall join in any such appointment, but such joining shall not be necessary for the effectiveness of such appointment. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

  • Dealings With Trustees and Officers General. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of shares of the Trust to the same extent as if he were not a Trustee, officer or agent; and the Trustees may accept subscriptions to shares or repurchase shares from any firm or company in which he is interested.

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