Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01: (a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion; (b) the Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (c) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (d) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (e) 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 document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation; (f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder; (g) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes; (i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; (j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and (k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indenture.
Appears in 1 contract
Samples: Indenture (Teladoc Health, Inc.)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01Section 9.01 hereof:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon note or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Officers' Certificate (unless other evidence in respect thereof be is herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred by such exercise;
(e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, bondapproval, debenture note or other paper or document, but unless requested in writing to do so by the Holders of at least a majority in principal amount of the then outstanding Notes; PROVIDED that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if not reasonably assured to the Trustee shall determine by the security afforded to make it by this Indenture, the Trustee may require reasonable indemnity against such further inquiry expense or investigation, it shall be entitled liability as a condition to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigationso proceeding;
(fg) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by through agents or through agents, custodians, nominees or attorneys and attorneys; PROVIDED that the Trustee shall not be responsible liable for any misconduct the conduct or negligence on the part acts of any agent, custodian, nominee such agent or attorney appointed by it with due care hereunder;
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indentureappointed in accordance herewith with due care.
Appears in 1 contract
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section Subject to the provisions of Section 7.01:
(a) before the Trustee acts may rely, and shall be protected in acting or refrains refraining from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon Coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company Corporation mentioned herein shall be sufficiently evidenced by an Officer’s Certificate instrument signed in the name of the Corporation by the Chairman of the Board of Directors or any Vice Chairman of the Board of Directors or the President or any Vice President or the Treasurer and by the Secretary or any Assistant Secretary or, if the other signatory is other than the Treasurer, any Assistant Treasurer (unless other evidence in respect thereof be herein specifically prescribed); and any a Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an any Assistant Secretary of the CompanyCorporation;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted suffered by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses, and liabilities which might be incurred therein or thereby;
(e) 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 debenture, note, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the relevant books, records and premises of the CompanyCorporation, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigationattorney;
(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys, custodiansprovided, nominees or attorneys and however, that the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee agent or attorney appointed by it with due care hereunder;; and
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental action taken by it in good faith and believed by it to be authorized or special loss within the discretion or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss rights or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee powers conferred upon it by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indenture.
Appears in 1 contract
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section Subject to the provisions of Section 7.01:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate instrument signed in the name of the Company by the Chairman of the Board of Directors or any Vice Chairman of the Board of Directors or the President or any Executive Vice President or any vice President or the Treasurer and by the Secretary or any Assistant Secretary or, if the other signatory is other than the Treasurer, any Assistant Treasurer (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an any Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted suffered by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses, and liabilities which might be incurred therein or thereby;
(e) 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 debenture, note, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigationattorney;
(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee agent or attorney appointed by it with due care hereunder;; and
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental action taken by it in good faith and believed by it to be authorized or special loss within the discretion or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss rights or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee powers conferred upon it by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indenture.
Appears in 1 contract
Samples: Indenture (Aon Corp)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01Subject to the provisions of Section 8.01:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon Coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company Issuer or the Guarantor, as the case may be, mentioned herein shall be sufficiently evidenced by an Officer’s Certificate instrument signed in the name of the Issuer or the Guarantor, as the case may be, by the Chairman of the Board of Directors or any Vice Chairman of the Board of Directors or the President or any Executive Vice President or any Senior Vice President or any Vice President or the Treasurer and by the Secretary or any Assistant Secretary or, if the other signatory is other than the Treasurer, any Assistant Treasurer (unless other evidence in respect thereof be herein specifically prescribed); and any a Board Resolution of the Issuer or the Guarantor may be evidenced to the Trustee by a copy thereof certified by the Secretary or an any Assistant Secretary of the CompanyIssuer or the Guarantor, as the case may be;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted suffered by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses, and liabilities which might be incurred therein or thereby;
(e) 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 debenture, note, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyIssuer, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigationattorney;
(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agentsagents or attorneys, custodiansprovided, nominees or attorneys and however, that the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee agent or attorney appointed by it with due care hereunder;; and
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental action taken by it in good faith and believed by it to be authorized or special loss within the discretion or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss rights or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee powers conferred upon it by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indenture.
Appears in 1 contract
Samples: Indenture (General Motors Corp)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01Section 9.01 hereof:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon note or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Officers' Certificate (unless other evidence in respect thereof be is herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred by such exercise;
(e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, 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, bondapproval, debenture note or other paper or document, but unless requested in writing to do so by the Holders of at least a majority in principal amount of the then Outstanding Notes; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if not reasonably assured to the Trustee shall determine by the security afforded to make it by this Indenture, the Trustee may require reasonable indemnity against such further inquiry expense or investigation, it shall be entitled liability as a condition to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;so proceeding; and
(fg) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by through agents or through agents, custodians, nominees or attorneys and attorneys; provided that the Trustee shall not be responsible liable for any misconduct the conduct or negligence on the part acts of any agent, custodian, nominee such agent or attorney appointed by it with due care hereunder;
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indenture.appointed in accordance herewith with due care. 62
Appears in 1 contract
Samples: Indenture (Gpu Inc /Pa/)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, judgment, bond, note, coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(ed) 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, judgment, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;
(fe) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder;
(gf) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(g) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be responsible or liable for any action it takes, suffers or omits to take in good faith reliance on such Officer’s Certificate;
(h) under no circumstances shall the Trustee be liable in its individual capacity for may request that the obligations evidenced by Company deliver a certificate setting forth the Notesnames of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and;
(j) the Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred by this Indenture;
(k) the Trustee may will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered and, if requested, provided to the Trustee indemnity or security satisfactory to it against any loss, claim, liability, or expense that might be incurred by it in compliance with such request, or direction;
(l) neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for, nor have any duty to monitor, the performance or any action of the Company, or any of their respective directors, members, officer’s, agents, affiliates, or employees, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party; and
(m) the Trustee shall not be responsible for any inaccuracy in the information obtained from the Company deliver or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to perform its duties or set forth herein as a certificate setting forth result of any inaccuracy or incompleteness unless a Responsible Officer of the names Trustee has actual knowledge of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indentureinaccuracy or incompleteness. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special consequential loss or damage of any special, indirect, punitive, incidental or kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes Notes, the Company and this IndentureIndenture and states that it is a notice of Default or Event of Default.
Appears in 1 contract
Samples: Indenture (Fluor Corp)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01Section 8.1:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby;
(e) 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 document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;attorney; and
(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee agent or attorney appointed by it with due care hereunder;
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indenture.
Appears in 1 contract
Samples: Indenture (Cymer Inc)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section Subject to the provisions of Section 7.01:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, notedebenture, coupon note or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed)a Company Order; and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted suffered by it hereunder in good faith and in accordance with such written advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby;
(e) 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 debenture, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyCompany pertaining to the Notes, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigationattorney;
(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee agent or attorney appointed by it with due care by it hereunder;; and
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequentialaction taken, punitive, indirect, incidental suffered or special loss omitted by it in good faith and believed by it to be authorized or damage of any kind whatsoever (including but not limited to lost profits), even if within the Trustee has been advised of the likelihood of such loss discretion or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default rights or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee powers conferred upon it by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indenture.
Appears in 1 contract
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section Section 7.01:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, judgement, bond, note, coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(ed) 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, judgement bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;
(fe) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder;
(gf) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(g) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be responsible or liable for any action it takes, suffers or omits to take in good faith reliance on such Officer’s Certificate or Opinion of Counsel;
(h) under no circumstances shall the Trustee be liable in its individual capacity for may request that the obligations evidenced by Company deliver a certificate setting forth the Notesnames of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(kj) the Trustee may request that shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to discretion or rights or powers conferred by this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special consequential loss or damage of any special, indirect, punitive, incidental or kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes Notes, the Company and this IndentureIndenture and states that it is a notice of Default or Event of Default.
Appears in 1 contract
Samples: Indenture (Affirm Holdings, Inc.)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01Section 8.1:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby;
(e) 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 document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at attorney; provided, however, that if the expense payment within a reasonable time to the Trustee of the Company and shall incur no liability of any kind costs, expenses or liabilities likely to be incurred by reason it in the making of such inquiry investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this -45- 51 Indenture, the Trustee may require indemnity reasonably satisfactory to the Trustee from the Noteholders against such expenses or investigation;liability as a condition to so proceeding; the reasonable expenses of every such examination shall be paid by the Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Company upon demand; and
(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee agent or attorney appointed by it with due care hereunder;
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default action other than through the Trustee's willful misconduct or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indenturegross negligence.
Appears in 1 contract
Samples: Indenture (Cephalon Inc)
Reliance on Documents, Opinions, Etc. Except as otherwise provided Subject to the applicable provisions of the Trust Indenture Act and in Section 7.01furtherance thereof and subject to the provisions of Section 5.01:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon debenture or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby;
(e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(f) 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, approval, bond, debenture debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, books and records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of to the extent reasonably necessary to verify such inquiry facts or investigationmatters;
(fg) the Trustee may execute any of the trusts or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents, custodians, nominees agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee agent or attorney appointed by it with due care hereunder;
(g) the permissive rights of the Trustee enumerated herein shall not be construed as dutiesunder this Indenture;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall is not be required to give any bond or surety in with respect of to the performance of its duties or the exercise of its powers under this Indenture;
(i) the Trustee's rights, powers, indemnities, immunities and protections from liability and its rights to compensation and indemnification in connection with the performance of its duties under this Indenture shall extend to (1) the Trustee, whether serving in any other capacity hereunder; and, including without limitation, in the capacity of Paying Agent, Note Registrar or Authenticating Agent, and (2) the Trustee's officers, directors, agents and employees. Such immunities and protections and rights to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture and final payment of the Notes;
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In shall have no event shall the Trustee be liable responsibility for any consequential, punitive, indirect, incidental information in any offering document or special loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default other disclosure material distributed with respect to any series of Notes other than information provided by the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given Trustee to the Trustee Company; and
(l) notwithstanding anything else herein contained, whenever any provision of this Indenture indicates that any confirmation of a condition or event is qualified by the Company words "to the knowledge of" or by any Holder "known to" the Trustee or other words of similar meaning, said words shall mean and refer to the current awareness of one or more Responsible Officers of the Notes at the Corporate Trust Office and such notice references the Notes and this IndentureTrustee.
Appears in 1 contract
Samples: Indenture (Synovus Financial Corp)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, judgment, bond, note, coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(ed) 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, judgment, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;
(fe) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder;
(gf) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(g) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be responsible or liable for any action it takes, suffers or omits to take in good faith reliance on such Officer’s Certificate;
(h) under no circumstances shall the Trustee be liable in its individual capacity for may request that the obligations evidenced by Company deliver a certificate setting forth the Notesnames of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(kj) the Trustee may request that shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to discretion or rights or powers conferred by this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special consequential loss or damage of any special, indirect, punitive, incidental or kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes Notes, the Company and this Indenture.Indenture and states that it is a notice of Default or Event of Default.
Appears in 1 contract
Reliance on Documents, Opinions, Etc. Except as otherwise provided Subject to the applicable provisions of the Trust Indenture Act and in Section 7.01furtherance thereof and subject to the provisions of Section 5.01:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon debenture or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder under this Indenture in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby;
(e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;
(f) 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, approval, bond, debenture debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, books and records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of to the extent reasonably necessary to verify such inquiry facts or investigation;matters; and
(fg) the Trustee may execute any of the trusts or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents, custodians, nominees agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee agent or attorney appointed by it with due care hereunder;
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;under this Indenture.
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall is not be required to give any bond or surety in with respect of to the performance of its duties or the exercise of its powers under this Indenture.
(i) the Trustee's rights, powers, indemnities, immunities and protections from liability and its rights to compensation and indemnification in connection with the performance of its duties under this Indenture shall extend to (1) the Trustee, whether serving in any other capacity hereunder; and, including without limitation, in the capacity of Paying Agent, Note Registrar or Authenticating Agent, and (2) the Trustee's officers, directors, agents and employees. Such immunities and protections and rights to indemnification, together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture and final payment of the Notes.
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In shall have no event shall the Trustee be liable responsibility for any consequential, punitive, indirect, incidental information in any offering document or special loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default other disclosure material distributed with respect to any series of Notes other than information provided by the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given Trustee to the Trustee Company.
(l) notwithstanding anything else herein contained, whenever any provision of this Indenture indicates that any confirmation of a condition or event is qualified by the Company words "to the knowledge of" or by any Holder "known to" the Trustee or other words of similar meaning, said words shall mean and refer to the current awareness of one or more Responsible Officers of the Notes at the Corporate Trust Office and such notice references the Notes and this IndentureTrustee.
Appears in 1 contract
Samples: Indenture (Synovus Financial Corp)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01Section 8.1:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby;
(e) 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 document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at attorney; provided, however, that if the expense payment within a reasonable time to the Trustee of the Company and shall incur no liability of any kind costs, expenses or liabilities likely to be incurred by reason it in the making of such inquiry investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity from the Holders against such expenses or investigation;liability as a condition to so proceeding; the reasonable expenses of every such examination shall be paid by the Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Company upon demand; and
(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee agent or attorney appointed by it with due care hereunder;
(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(h) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and this Indenture.
Appears in 1 contract
Samples: Indenture (HNC Software Inc/De)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01:
(a) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;
(b) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, judgement, bond, note, coupon or other paper or document (whether in its original, facsimile or other electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;
(cb) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(dc) the Trustee may consult with counsel of its election and require an Opinion of Counsel, Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(ed) 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, judgement bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;
(fe) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder;
(gf) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(g) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be responsible or liable for any action it takes, suffers or omits to take in good faith reliance on such Officer’s Certificate;
(h) under no circumstances shall the Trustee be liable in its individual capacity for may request that the obligations evidenced by Company deliver a certificate setting forth the Notesnames of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture;
(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(j) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and
(kj) the Trustee may request that shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to discretion or rights or powers conferred by this Indenture. In no event shall the Trustee be liable for any consequential, punitive, indirect, incidental or special consequential loss or damage of any special, indirect, punitive, incidental or kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes Notes, the Company and this IndentureIndenture and states that it is a notice of Default or Event of Default.
Appears in 1 contract
Samples: Indenture (Affirm Holdings, Inc.)
