Rights of the Trustee. (a) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution. (c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder. (g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture. (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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. (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 9 contracts
Samples: Indenture (Teligent, Inc.), Indenture (Teligent, Inc.), Indenture (Sunedison, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Up-MACRO Tradeable Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(b) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense Aggregate Par Amount of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Up-MACRO Tradeable Shares.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureUp-MACRO Tradeable Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(a) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agents with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 8 contracts
Samples: Claymore Macroshares Oil Up Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Up Tradeable Trust Agreement (MACROshares Oil Up Holding Trust), Claymore Macroshares Oil Up Tradeable Trust Agreement (MACRO Securities Depositor, LLC)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 7 contracts
Samples: Indenture (Stem, Inc.), Indenture (Virgin Galactic Holdings, Inc), Indenture (Stem, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Down-MACRO Tradeable Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(b) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense Aggregate Par Amount of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Down-MACRO Tradeable Shares.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureDown-MACRO Tradeable Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(a) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agents with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Down Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Tradeable Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Tradeable Trust Agreement (MACRO Securities Depositor, LLC)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Up-MACRO Holding Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Up-MACRO Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor, the Administrative Agent or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureUp-MACRO Holding Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agents with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 7 contracts
Samples: Claymore Macroshares Oil Up Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Up Holding Trust Agreement (MACRO Securities Depositor, LLC), Trust Agreement (MACRO Securities Depositor, LLC)
Rights of the Trustee. Except as otherwise provided by Section 11.1:
(a) The Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon and in accord with, without any duty to verify the contents or recompute any calculations therein, any document (whether in its original or facsimile form), including the Monthly Servicer Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the Monthly Statement, any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document, believed by it to be genuine and to have been signed by or presented by the proper Person. Without limiting the Trustee’s obligations to examine pursuant to Section 11.1(b)(ii), the Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, the Trustee may require an Officer’s Certificate or an Opinion of Counsel or consult with counsel of its selection and the Officer’s Certificate or the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, custodians and nominees and the Trustee shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent or attorneys, custodian or nominee so long as such agent, custodian or nominee is appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Base Indenture or any Series Supplement, unless such Noteholders shall have offered to the Trustee security or indemnity satisfactory to the Trustee (in its sole discretion) against the costs, expenses (including attorneys’ fees and expenses) and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of an Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Base Indenture or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(f) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon bond or other paper or document (whether including, the Monthly Servicer’s Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee or the Monthly Statement), unless requested in its original writing so to do by the Holders of Notes evidencing not less than 25% of the aggregate outstanding principal balance or facsimile form) believed par value of Notes of any Series, but the Trustee may, but is not obligated to, 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 Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) Any requestmaking of such investigation is, direction, order or demand in the opinion 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 resolution of the Board of Directors may be evidenced Trustee, not assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such cost, expense or liability as a Board Resolutioncondition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request.
(c) The Trustee may consult with counsel of its own selection and any advice 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.
(dg) The Trustee shall have no liability for the selection of Permitted Investments and shall not be under liable for any losses or liquidation penalties in connection with Permitted Investments, unless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct or negligence. The Trustee shall have no obligation to exercise invest or reinvest any of amounts except as directed by the rights Issuer (or powers vested the initial Servicer) in it by accordance with this Indenture. Notwithstanding the foregoing, if the initial Servicer is removed or replaced, the selected Permitted Investment for investment or reinvestment as provided in this Indenture at shall be as in effect on the request, order date of such removal or direction replacement.
(h) The Trustee shall not be liable for the acts or omissions of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered successor to the Trustee indemnity so long as such acts or security satisfactory to omissions were not the Trustee against any lossresult of the negligence, expenses and liabilities which may be incurred therein bad faith or therebywillful misconduct of the predecessor Trustee.
(ei) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee (a) in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder and (b) in each document to which it is a party whether or not specifically set forth herein.
(j) Except as may be required by Sections 11.1(b)(ii), 11.1(i), 11.2(a) and 11.2(f), the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Trust Estate for the purpose of establishing the presence or absence of defects, the compliance by the Seller, the Parent or the Servicer with their respective representations and warranties or for any other purpose.
(k) Without limiting the Trustee’s obligation to examine pursuant to Section 11.1(b)(ii), the Trustee shall not be bound to make any investigation into (i) the facts performance or matters stated observance by the Issuer, any Servicer or any other Person of any of the covenants, agreements or other terms or conditions set forth in this Indenture or in any resolutionrelated document, certificate(ii) the occurrence of any default, statementor the validity, instrumentenforceability, opinioneffectiveness or genuineness of this Indenture, reportany related document or any other agreement, noticeinstrument or document, request(iii) the creation, directionperfection or priority of any Lien purported to be created by this Indenture or any related document, consent, order, bond, debenture (iv) the value or other paper the sufficiency of any collateral or (v) the satisfaction of any condition set forth in this Indenture or any related 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 or any Servicer, personally or by agent or attorney (at the reasonable expense of the Company attorney, 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(hl) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(im) The Trustee shall not be deemed may, from time to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trusteetime, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company Issuer and any other applicable party deliver an Officer’s Certificate a certificate (upon which the Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers; provided, however, that from time to time, the Issuer or such other applicable party may, by delivering to the Trustee a revised certificate, change the information previously provided by it pursuant to the Indenture, but the Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate.
(n) The right of the Trustee to perform any discretionary act enumerated in this Indenture or any related document shall not be construed as a duty.
(o) Except for notices, reports and other documents expressly required to be furnished to the Holders by the Trustee hereunder, the Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuer, the servicer or any other parties to any related documents which may come into the possession of the Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact.
(p) If the Trustee requests instructions from the Issuer or the Holders with respect to any action or omission in connection with this Indenture, the Trustee shall be entitled (without incurring any liability therefor) to refrain from taking such action and continue to refrain from acting unless and until the Trustee shall have received written instructions from the Issuer or the Holders, as applicable, with respect to such request.
(q) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law.
(r) In no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture or any related documents because of circumstances beyond the Trustee’s control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Indenture or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether or not of the same class or kind as specified above.
(s) The Trustee shall not be liable for failing to comply with its obligations under this Indenture in so far as the performance of such obligations is dependent upon the timely receipt of instructions and/or other information from any other Person which are not received or not received by the time required.
(t) The Trustee shall be fully justified in failing or refusing to take any action under this Indenture or any other related document if such action (A) would, in the reasonable opinion of the Trustee, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable Law, this Indenture or any other related document, or (B) is not provided for in the Indenture or any other related document.
(u) The Trustee shall not be required to take any action under this Indenture or any related document if taking such action (A) would subject the Trustee to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Trustee to qualify to do business in any jurisdiction where it is not then so qualified.
Appears in 6 contracts
Samples: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)
Rights of the Trustee. Except as otherwise provided in Section 7.01:
(a) The 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.;
(b) Any 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 of Directors Resolution may be evidenced to the Trustee by a Board Resolution.copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(c) The the Trustee may consult with counsel and require an Opinion of its own selection 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation).;
(fe) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent agent, custodian, nominee or attorney appointed by it with due care hereunder.;
(f) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(g) The in no event shall the Trustee be responsible or liable for any special, indirect, punitive or 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;
(h) the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless 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 and such notice references the Notes and this Indenture;
(i) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;
(j) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(k) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.;
(hl) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder.; and
(km) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate 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.
Appears in 6 contracts
Samples: Indenture (Zillow Group, Inc.), Indenture (Zillow Group, Inc.), Indenture (Zillow Group, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party person. The Trustee need not investigate any fact or partiesmatter stated in the document.
(b) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s 's Certificate (unless other evidence and an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in respect thereof be herein specifically prescribed); and any resolution good faith in reliance on such Officer's Certificate or Opinion of the Board of Directors may be evidenced to the Trustee by a Board ResolutionCounsel.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.
(e) The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice 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 Counselreliance thereon.
(df) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Junior Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Junior Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity or security satisfactory to against the Trustee against any losscosts, expenses and liabilities (including reasonable counsel fees) which may 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 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it in compliance with due care hereundersuch request or direction.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office principal corporate trust office of the Trustee, and such notice references the Notes applicable series of Debentures and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 6 contracts
Samples: Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Hawaiian Electric Co Inc), Junior Indenture (Heco Capital Trust I)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Up MacroShares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to perform any due diligence or to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine to make has actual knowledge that any 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 reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)assertion is in fact incorrect.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents attorneys, agents, custodians or attorneys nominees, including any of its Affiliates, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed selected by it in good faith and with due care hereunder(other than an agent or attorney that is an Affiliate of the Trustee); provided, that the Trustee shall remain liable hereunder for the performance of any duties delegated by it as permitted by this clause.
(g) The Trustee shall not be liable for under no obligation to monitor, and shall assume no personal liability for, the actions of the Depositor, the Administrative Agent or any action taken, suffered, other Person in connection with their duties under this Trust Agreement or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within connection with the discretion or rights or powers conferred upon it by this IndentureUp Trust generally.
(h) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agent with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 5 contracts
Samples: Macroshares Major Metro Housing Up Trust Agreement (MacroShares Major Metro Housing Up Trust), Trust Agreement (MacroShares $100 Oil Up Trust), Trust Agreement (MACRO Securities Depositor, LLC)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to (and, if requested, provided) the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee.
(I) The Trustee shall will not be deemed required to have notice give any bond or surety in respect of any Default the execution or Event performance of Default unless this Indenture or otherwise.
(J) Unless a Responsible Officer of the Trustee has actual knowledge thereof received notice from the Company that Additional Interest or unless written notice of any event which Special Interest is in fact such a default is received by a Responsible Officer of owing or accruing, on the Notes, the Trustee at the Corporate Trust Office of the Trusteemay assume that no Additional Interest or Special Interest, and such notice references the Notes and the Indentureas applicable, is payable or accruing.
(jK) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunderunder this Indenture, and each including as Note Agent, custodian and other Person employed to act hereunder.
(kL) The Trustee shall will not be required to give charged with knowledge of any bond document or surety in respect of agreement other than this Indenture and the performance of its powers and duties hereunderNotes.
(lM) The Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may request that conclusively rely, without investigation, on any information provided by the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureDepositary.
Appears in 5 contracts
Samples: Indenture (Guidewire Software, Inc.), Indenture (Core Scientific, Inc./Tx), Indenture (Ani Pharmaceuticals Inc)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, judgment, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document (whether in its original original, electronic or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered (and if requested, provided) to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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, judgment, bond, debenture other evidence of indebtedness 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential consequential, incidental or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Agent and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(m) The Collateral Agent is expressly authorized to execute and deliver the Intercreditor Agreement in its capacity as such.
(n) The permissive authorizations, entitlements, powers and rights granted to the Trustee in this Indenture shall not be construed as duties.
Appears in 5 contracts
Samples: Indenture (ProSomnus, Inc.), Indenture (ProSomnus, Inc.), Indenture (ProSomnus, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Down MacroShares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to perform any due diligence or to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine to make has actual knowledge that any 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 reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)assertion is in fact incorrect.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents attorneys, agents, custodians or attorneys nominees, including any of its Affiliates, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed selected by it in good faith and with due care hereunder(other than an agent or attorney that is an Affiliate of the Trustee); provided, that the Trustee shall remain liable hereunder for the performance of any duties delegated by it as permitted by this clause.
(g) The Trustee shall not be liable for under no obligation to monitor, and shall assume no personal liability for, the actions of the Depositor, the Administrative Agent or any action taken, suffered, other Person in connection with their duties under this Trust Agreement or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within connection with the discretion or rights or powers conferred upon it by this IndentureDown Trust generally.
(h) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agent with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 5 contracts
Samples: Macroshares Major Metro Housing Down Trust Agreement (MacroShares Housing Depositor, LLC), Trust Agreement (MacroShares $100 Oil Down Trust), Trust Agreement (MACRO Securities Depositor, LLC)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Down-MACRO Holding Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Down-MACRO Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor, the Administrative Agent or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureDown-MACRO Holding Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agent with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 5 contracts
Samples: Macroshares Oil Down Holding Trust Agreement (Claymore MACROshares Oil Down Holding Trust), Third Amended and Restated Macroshares Oil Down Holding Trust Agreement (Claymore MACROshares Oil Down Holding Trust), Trust Agreement (MACROshares Oil Up Holding Trust)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Up-MACRO Tradeable Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(b) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense Aggregate Par Amount of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Up-MACRO Tradeable Shares.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureUp-MACRO Tradeable Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(a) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agent with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 5 contracts
Samples: Third Amended and Restated Macroshares Oil Up Tradeable Trust Agreement (Claymore MACROshares Oil Up Tradeable Trust), Trust Agreement (Claymore MACROshares Oil Up Holding Trust), Macroshares Oil Up Tradeable Trust Agreement (Claymore MACROshares Oil Down Holding Trust)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Up-MACRO Holding Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Up-MACRO Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor, the Administrative Agent or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureUp-MACRO Holding Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agent with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 5 contracts
Samples: Macroshares Oil Up Holding Trust Agreement (Claymore MACROshares Oil Down Holding Trust), Macroshares Oil Up Holding Trust Agreement (Claymore MACROshares Oil Up Holding Trust), Third Amended and Restated Macroshares Oil Up Holding Trust Agreement (Claymore MACROshares Oil Down Holding Trust)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party person. The Trustee need not investigate any fact or partiesmatter stated in such a document.
(b) 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 resolution of the Board of Directors may be evidenced to Before the Trustee by a Board Resolutionacts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.
(e) The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice 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 Counselreliance thereon.
(df) 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 request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to against the Trustee against any losscosts, expenses and liabilities which may 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 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized compliance with such request or within the discretion or rights or powers conferred upon it by this Indenturedirection.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 5 contracts
Samples: Indenture (Del Webb Corp), Indenture (Del Webb Corp), Indenture (Del Webb Corp)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Down-MACRO Holding Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Down-MACRO Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor, the Administrative Agent or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureDown-MACRO Holding Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any 77 documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agents with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 5 contracts
Samples: Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Holding Trust Agreement (MACROshares Oil Down Tradeable Trust)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The permissive rights of the Trustee enumerated herein will not be construed as duties.
(I) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall will not be required to give any bond or surety in respect of the performance execution of its powers and duties hereunderthis Indenture or otherwise.
(lJ) The Unless a Responsible Officer of the Trustee has received written notice thereof from the Company, the Trustee may request assume that no Special Interest or Additional Interest is owed on the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureNotes.
Appears in 5 contracts
Samples: Indenture (Progress Software Corp /Ma), Indenture (Airbnb, Inc.), Indenture (Beyond Meat, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party person. The Trustee need not investigate any fact or partiesmatter stated in the document.
(b) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s 's Certificate (unless other evidence and, if appropriate, an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in respect thereof be herein specifically prescribed); good faith in reliance on such Officer's Certificate and any resolution Opinion of the Board of Directors may be evidenced to the Trustee by a Board ResolutionCounsel.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.
(e) The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice 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 Counselreliance thereon.
(df) 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 request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity or security satisfactory to against the Trustee against any losscosts, expenses and liabilities (including reasonable counsel fees) which may might be incurred therein by it in compliance with such request or therebydirection.
(eg) 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, other evidence of indebtedness 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 reasonable expense sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fh) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionhereunder.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes Securities and the this Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
Appears in 5 contracts
Samples: Indenture (Pseg Funding Trust Ii), Indenture (Public Service Enterprise Group Inc), Indenture (Public Service Electric & Gas Co)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(jH) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, under this Indenture (including in its capacity as Conversion Agent) and each Agentagent, custodian and other Person employed to act hereunderunder this Indenture, including the Conversion Agent.
(kI) The permissive rights of the Trustee shall enumerated in this Indenture will not be required to give any bond or surety in respect of the performance of its powers and duties hereunderconstrued as duties.
(lJ) The Neither the Trustee may request that nor the Registrar will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants, members of the Depositary or owners of beneficial interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements of this Indenture.
(K) Except with respect to receipt of payments of principal and interest on the Notes payable by the Company deliver an pursuant to Section 3.01 and any Default or Event of Default information contained in the Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time delivered to take specified actions it pursuant to Section 3.06(B), the Trustee will have no duty to monitor the Company’s compliance with or the breach of any representation, warranty or covenant made in this Indenture.
Appears in 4 contracts
Samples: Indenture (Maxeon Solar Technologies, Ltd.), Indenture (Maxeon Solar Technologies, Ltd.), Indenture (Maxeon Rooster HoldCo, Ltd.)
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Officers’ Certificate, certificate of a Manager, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person.
(b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided that the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.
(d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence, fraud, bad faith and willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the other applicable Transaction Documents.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Transaction Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Noteholders or any other Secured Party pursuant to the provisions of this Base Indenture, any Series Supplement or any other Transaction Document, unless the Trustee has been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that may be incurred by it in compliance with such request, order or direction.
(f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees 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 CompanyService Recipients, personally or by agent or attorney (attorney, at the reasonable expense sole cost of the Company Co-Issuers, and the Trustee shall incur no liability of any kind by reason of such inquiry or investigation.
(g) The right of the Trustee to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence, fraud, bad faith or willful misconduct for the performance of such act.
(h) In accordance with the USA PATRIOT Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.
(i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of the e-mail communication will be required to complete a one-time registration process.
(j) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).
(fk) The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder.
(l) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments.
(m) The Trustee may execute request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act.
(n) Any request or direction of any Co-Issuer mentioned herein shall be sufficiently evidenced by a Company Order.
(o) Whenever in the administration of the trusts Indenture the Trustee shall deem it desirable that a matter be proved or powers hereunder established prior to taking, suffering or perform omitting any duties hereunder either directly action hereunder, the Trustee may, in the absence of bad faith, gross negligence or by willful misconduct on its part, rely upon an Officer’s Certificate or through agents Officers’ Certificate of each applicable Co-Issuer, any applicable Manager or attorneys the Servicer and the shall incur no liability for its reliance thereon.
(p) The Trustee shall not be responsible for the accuracy of the books or records of, or for any misconduct acts or negligence on omissions of, DTC, any transfer agent (other than the part of Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent or attorney appointed by it with due care hereunderor any Paying Agent (other than the Trustee itself acting in that capacity).
(gq) The Trustee and its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments.
(r) The Trustee shall not be liable for have no obligation to invest and reinvest any action taken, suffered, or omitted to be taken by it cash held in good faith the absence of timely and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) specific written investment direction as specified herein. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Co-Issuers to provide timely written investment direction.
(s) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised calculation of the likelihood of such loss DSCR, the Interest-Only DSCR, the New Series Pro Forma DSCR or damage and regardless of the form of actionCash Trapping DSCR Threshold.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(jt) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee Trustee, in each of case, with respect to its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder.
(ku) The Trustee shall be afforded, in each Transaction Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Transaction Document.
(v) For any purpose under the Transaction Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligor upon the Notes, any Manager or any Affiliate of any of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligor upon the Notes, any Manager or any Affiliate of any of them.
(w) The Trustee shall not have any responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of an engagement of an Independent Auditor by any Co-Issuer (or any respective Manager on behalf of a Co-Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided that the Trustee shall be authorized, upon receipt of a Company Order directing the same, to execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the reports or instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that each Co-Issuer has agreed that the procedures to be performed by the Independent Auditors are sufficient for such Co-Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Auditors (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to give execute any bond or surety agreement in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request Independent Auditors that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureTrustee reasonably determines adversely affects it.
Appears in 4 contracts
Samples: Amendment No. 11 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Amendment No. 9 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Base Indenture Amendment (Driven Brands Holdings Inc.)
Rights of the Trustee. Subject to TIA Section 315:
(a) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or partiesmatter stated in any such document.
(b) 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 resolution of the Board of Directors may be evidenced to Before the Trustee by a Board Resolution.
(c) acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(f) 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 request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection.
(eg) 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, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyCompany during normal business hours and upon reasonable notice, personally or by agent or attorney (at the reasonable expense sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fh) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys, and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by under this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed required to have notice of give any Default bond or Event of Default unless a Responsible Officer surety in respect of the Trustee has actual knowledge thereof or unless written notice performance of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, its power and such notice references the Notes and the Indentureduties hereunder.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agentagent, custodian Custodian and other Person employed to act hereunder.
(k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunderconstrued as a duty.
(l) The Trustee may request that shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.
(m) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Company deliver an Officer’s Certificate setting forth has been advised as to the names likelihood of individuals and/or titles such loss or damage and regardless of officers authorized at such time to take specified actions pursuant to this Indenturethe form of action.
Appears in 4 contracts
Samples: Fifth Supplemental Indenture (Lear Corp), Fourth Supplemental Indenture (Lear Corp), Third Supplemental Indenture (Lear Corp)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, Officers’ Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon security or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party person or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) persons. The Trustee may consult with counsel of its own selection and need not investigate any advice fact 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which may be incurred matter contained 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 discretiondiscretions, 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 reasonable expense sole cost of the Company Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fb) Any request, direction, order or demand of the Issuer or any Guarantor mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof is herein specifically prescribed). In addition, before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents the appointment of co-trustees or attorneys through its attorneys, agents, custodians or nominees and the Trustee other persons not regularly in its employ and shall not be responsible for any the misconduct or negligence on the part of any agent attorneys, agents, custodians or attorney nominees appointed by it with due care hereundercare.
(gd) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it error of judgment made in good faith and reasonably believed by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(e) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.
(f) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be authorized sufficient if signed by any two Authorized Officers of the Issuer or within NNL or any Authorized Officer of NNI, as the discretion or case may be.
(g) The Trustee shall be under no obligation to exercise any of the rights or powers conferred upon vested in it by this Indenture at the request, order or direction of any of the holders of Notes pursuant to the provisions of this Indenture, unless such holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby.
(h) In no event shall The permissive rights of the Trustee to do things enumerated in this Indenture shall not be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether construed as a duty and the Trustee has been advised of the likelihood of such loss shall not be answerable for other than its negligence or damage and regardless of the form of actionwillful misconduct.
(i) The Trustee shall not be responsible for the computation of any Additional Interest of the type described in clause (i) of the definition thereof or of any adjustment to the Conversion Rate or Conversion Price or for any determination as to whether an adjustment is required and shall not be deemed to have notice knowledge of any Default or Event of Default adjustment unless a Responsible Officer of the Trustee has actual knowledge thereof or unless and until it shall have received written notice from the Issuer of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indentureadjustment.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunderhereunder as Registrar, Paying Agent and Conversion Agent, each Agent and each Agentother agent, custodian and other Person person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 4 contracts
Samples: Indenture (Nortel Networks Corp), Indenture (Nortel Networks Corp), Indenture (Nortel Networks LTD)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee.
(I) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall will not be required to give any bond or surety in respect of the execution or performance of its powers and duties hereunderthis Indenture or otherwise.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 4 contracts
Samples: Indenture (Desktop Metal, Inc.), Indenture (Oscar Health, Inc.), Investment Agreement (Oscar Health, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Up-MACRO Holding Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but the Trustee, unless requested 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 writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Up-MACRO Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder granted herein or perform any duties hereunder set forth herein either directly or by or through agents or attorneys and the or a custodian. The Trustee shall not be responsible for any willful misconduct or negligence on the part of any agent such agent, attorney or attorney custodian appointed by it with due care hereunderthe Trustee.
(g) The Trustee shall not Except as may be liable for any action taken, suffered, or omitted to be taken required by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of establishing the presence or absence of defects, the compliance by the Depositor with its powers representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 4 contracts
Samples: Trust Agreement (MACRO Securities Depositor, LLC), Trust Agreement (MACRO Securities Depositor, LLC), Trust Agreement (MACRO Securities Depositor, LLC)
Rights of the Trustee. (aA) The Trustee may conclusively rely on 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 or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and in accordance with such advice that it believes to be authorized or Opinion of Counsel.
(d) The Trustee shall be under no obligation to exercise any of within the rights or powers vested in it by this Indenture.
(E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee need not exercise any rights or powers vested in it by this Indenture or any other Notes Document at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will not be bound to make any investigation into into: (i) 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 fit and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall will incur no liability of any kind by reason of such inquiry or investigation), (ii) the performance or observance by the Company or any other Person of any of the covenants, agreements or other terms or conditions set forth in this Indenture or in any other Notes Document, or (iii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any other Notes Document or any other agreement, instrument or document or any collateral or Lien.
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless received written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the its Corporate Trust Office of the TrusteeOffice, and such notice references the existence of a Default or Event of Default, the Notes and the this Indenture.
(jJ) The permissive rights of the Trustee enumerated in this Indenture will not be construed as duties.
(K) The rights, privileges, protections, immunities immunities, and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunderunder this Indenture (including in its capacity as Collateral Agent, Conversion Agent, Paying Agent, and Registrar), and each Agentagent, custodian and other Person employed to act hereunderunder this Indenture or the Notes Documents; provided, however, that with regards thereto: (i) references to “negligence” shall be references to “gross negligence”; and (ii) during an Event of Default, only the Trustee (acting solely in its capacity as Trustee) shall be subject to the prudent Person standard of Section 10.01(A), and will be enforceable in each other Notes Document or document related hereto to which the Trustee, Collateral Agent, Conversion Agent, Paying Agent or Registrar is a party or otherwise subject, whether or not specifically set forth therein.
(kL) If the Trustee requests instructions from the Company or the Holders with respect to any action or omission in connection with this Indenture, the Trustee shall be entitled (without incurring any liability therefor) to refrain from taking such action and continue to refrain from acting unless and until the Trustee shall have received written instructions from the Company or the Required Holders, as applicable, with respect to such request. For purposes of clarity, but without limiting any rights, protections, immunities or indemnities afforded to the Trustee hereunder (including without limitation this Article 11), phrases such as “satisfactory to the Trustee,” “approved by the Trustee,” “acceptable to the Trustee,” “as determined by the Trustee,” “in the Trustee’s discretion,” “selected by the Trustee,” “elected by the Trustee,” “requested by the Trustee,” and phrases of similar import that authorize or permit the Trustee to approve, disapprove, determine, act or decline to act in its discretion shall be subject to the Trustee receiving written direction from the Required Holders to take such action or to exercise such rights. Nothing contained in this Indenture or any other Notes Document shall require the Trustee to exercise any discretionary acts.
(M) The Trustee shall not be liable for failing to comply with its obligations under this Indenture or any other Notes Document in so far as the performance of such obligations is dependent upon the timely receipt of instructions and/or other information from any other person which are not received or not received by the time required.
(N) The Trustee shall not be liable in failing or refusing to take any action under this Indenture or any other Notes Document if the taking of such action, in the reasonable opinion of the Trustee (which may be based on the advice or opinion of counsel), (i) would violate applicable law, this Indenture or such other Notes Document or (ii) is not provided for in this Indenture or such other Notes Document.
(O) The Trustee shall not be required to give take any bond action under this Indenture or surety any other Notes Document if taking such action (A) would subject the Trustee to a tax in respect of any jurisdiction where it is not then subject to a tax or (B) would require the performance of its powers and duties hereunderTrustee to qualify to do business in any jurisdiction where it is not then so qualified.
(lP) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes.
(Q) The Trustee may consult with counsel and an opinion or advise of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action take, suffered or omitted by it hereunder in good faith in reliance thereon.
(R) The Trustee may, from time to time, request that the Company and any other applicable party deliver an Officer’s Certificate a certificate (upon which the Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureIndenture or any related document together with a specimen signature of such authorized officers; provided, however, that from time to time, the Company or such other applicable party may, by delivering to the Trustee a revised certificate, change the information previously provided by it, but the Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate.
Appears in 3 contracts
Samples: Indenture (Biora Therapeutics, Inc.), Indenture (Biora Therapeutics, Inc.), Indenture (Biora Therapeutics, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or partiesmatter stated in any such document.
(b) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate (unless other evidence or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in respect thereof be herein specifically prescribed); and any resolution good faith in reliance on such Officer’s Certificate or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(f) 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 request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection.
(eg) 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, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyCompany during normal business hours and upon reasonable notice, personally or by agent or attorney (at the reasonable expense sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fh) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys, and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by under this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed required to have notice of give any Default bond or Event of Default unless a Responsible Officer surety in respect of the Trustee has actual knowledge thereof or unless written notice performance of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, its power and such notice references the Notes and the Indentureduties hereunder.
(j) The Notwithstanding anything in this Indenture to the contrary, the rights, privileges, protections, immunities and benefits given to the TrusteeTrustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee Deutsche Bank Trust Company Americas in each of its capacities hereunderhereunder as an Agent, and are extended to, and shall be enforceable by, each other Agent, custodian Custodian and other Person employed to act hereunder.
(k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunderconstrued as a duty.
(l) The Trustee may request that shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.
(m) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.
(n) The Company deliver an Officer’s Certificate setting forth shall provide prompt written notice to the names Trustee of individuals and/or titles of officers authorized at such time any change to take specified actions pursuant to this Indentureits fiscal year.
Appears in 3 contracts
Samples: Senior Indenture (Delphi Automotive PLC), Senior Indenture (Delphi Trade Management, LLC), Subordinated Indenture (Delphi Trade Management, LLC)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon security or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party person. The Trustee need not investigate any fact or partiesmatter contained therein.
(b) 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 resolution of the Board of Directors may be evidenced to . In addition, before the Trustee by a Board Resolution.
(c) acts or refrains from acting, it may require an Officers’ Certificate, an opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(g) 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 discretion of any of the Holders holders of Convertible Notes pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall holders have offered to the Trustee security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may might be incurred therein or thereby.
(eh) 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 security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Convertible Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee shall determine determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney (at attorney, and the reasonable expense expenses of every such examination shall be paid by the Company and or, if paid by the Trustee or any predecessor Trustee, shall incur no liability of any kind be reimbursed by reason of such inquiry or investigation)the Company upon demand.
(fi) The Trustee may execute any permissive rights of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be responsible answerable for any misconduct other than its negligence or negligence on the part of any agent or attorney appointed by it with due care hereunderwillful misconduct.
(gj) The Trustee shall not be liable responsible for the computation of any adjustment to the Conversion Price or for any action taken, suffered, or omitted determination as to whether an adjustment is required and shall not be taken deemed to have knowledge of any adjustment unless and until it shall have received the notice from the Company contemplated by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this IndentureSection 12.05(j).
(hk) In Subject to the limitations of TIA § 315(d) and Section 7.01(c), in no event shall the Trustee be responsible or liable for special, indirect, or consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(il) The Trustee shall not be deemed to have notice of any Default or Default, Event of Default or Designated Event unless a Responsible Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default or Designated Event is received by a Responsible Officer of the Trustee at the Corporate Trust Office of for the Trustee, and such notice references the Convertible Notes and this Indenture. In the Indentureabsence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is no Default, Event of Default or Designated Event.
(jm) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agentagent, custodian and other Person persons employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(ln) The Trustee may request that the Company deliver an Officer’s Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(o) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
Appears in 3 contracts
Samples: Indenture (LTX-Credence Corp), Indenture (LTX-Credence Corp), Indenture (LTX-Credence Corp)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Down-MACRO Tradeable Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(b) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense Aggregate Par Amount of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Down-MACRO Tradeable Shares.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureDown-MACRO Tradeable Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage required by 0 and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by0, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agent with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 3 contracts
Samples: Third Amended and Restated Macroshares Oil Down Tradeable Trust Agreement (Claymore MACROshares Oil Down Holding Trust), Second Amended and Restated Macroshares Oil Down Tradeable Trust Agreement (Claymore MACROshares Oil Down Holding Trust), Trust Agreement (Claymore MACROshares Oil Up Holding Trust)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, directionit may require, order or demand of the Company mentioned herein shall be sufficiently evidenced by and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered to Holder has offered, and if requested, provided, the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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, other evidence of indebtedness 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 and 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 reasonable expense of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the this Indenture.;
(jJ) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunderunder this Indenture.
(kK) The Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(L) The permissive rights of the Trustee enumerated herein shall not be construed as duties.
(M) The Trustee shall not be required to give any bond or surety in respect of the performance execution of its the trusts and powers and duties hereunderunder this Indenture.
(lN) The Neither the Trustee may request that nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Company deliver an OfficerDepositary unless such actions taken or not taken were the result of the Trustee’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenturegross negligence, bad faith or willful misconduct.
Appears in 3 contracts
Samples: Indenture (SMART Global Holdings, Inc.), Indenture (SMART Global Holdings, Inc.), Indenture (SMART Global Holdings, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or partiesmatter stated in any such document.
(b) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate (unless other evidence or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in respect thereof be herein specifically prescribed); and any resolution good faith in reliance on such Officer’s Certificate or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.
(f) 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 request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection.
(eg) 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, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyIssuer during normal business hours and upon reasonable notice, personally or by agent or attorney (at the reasonable expense sole cost of the Company Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fh) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys, and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by under this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed required to have notice of give any Default bond or Event of Default unless a Responsible Officer surety in respect of the Trustee has actual knowledge thereof or unless written notice performance of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, its power and such notice references the Notes and the Indentureduties hereunder.
(j) The Notwithstanding anything in this Indenture to the contrary, the rights, privileges, protections, immunities and benefits given to the TrusteeTrustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee Deutsche Bank Trust Company Americas in each of its capacities hereunderhereunder as an Agent, and are extended to, and shall be enforceable by, each other Agent, custodian Custodian and other Person employed to act hereunder.
(k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunderconstrued as a duty.
(l) The Trustee may request that shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.
(m) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.
(n) The Company deliver an Officer’s Certificate setting forth shall provide prompt written notice to the names Trustee of individuals and/or titles of officers authorized at such time any change to take specified actions pursuant to this Indentureits fiscal year.
Appears in 3 contracts
Samples: Senior Indenture (Delphi Automotive PLC), Subordinated Indenture (Delphi Trade Management, LLC), Senior Indenture (Delphi Trade Management, LLC)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Down-MACRO Holding Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but the Trustee, unless requested 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 writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Down-MACRO Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder granted herein or perform any duties hereunder set forth herein either directly or by or through agents or attorneys and the or a custodian. The Trustee shall not be responsible for any willful misconduct or negligence on the part of any agent such agent, attorney or attorney custodian appointed by it with due care hereunderthe Trustee.
(g) The Trustee shall not Except as may be liable for any action taken, suffered, or omitted to be taken required by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of establishing the presence or absence of defects, the compliance by the Depositor with its powers representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 3 contracts
Samples: Trust Agreement (MACRO Securities Depositor, LLC), Trust Agreement (MACRO Securities Depositor, LLC), Trust Agreement (MACRO Securities Depositor, LLC)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the TrusteeOffice, and such notice references the applicable series of Notes and the this Indenture.
(jI) The rightsdelivery of reports, privilegesinformation and documents, protectionsexcept for notices of Default or Events of Default pursuant to Section 10.05, immunities and benefits given to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including, without limitation, including the Company’s compliance with any of its right covenants hereunder (as to be indemnified, are extended to, and shall be enforceable by, which the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed is entitled to act hereunderrely exclusively on Officers’ Certificates).
(kJ) The Trustee shall have no responsibility for any actions taken or not be required to give any bond or surety in respect of taken by the performance of its powers and duties hereunderDepositary.
(lK) The Trustee may request that the Company deliver an Officer’s Certificate 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.
(L) The Trustee in any other capacity and agency role hereunder, including without limitation as Paying Agent, Registrar or Conversion Agent, shall have the same rights, privileges, protections, immunities, benefits, reimbursement and indemnity as is accorded the Trustee hereunder.
Appears in 3 contracts
Samples: Indenture (Halozyme Therapeutics, Inc.), Indenture (Halozyme Therapeutics, Inc.), Indenture (Halozyme Therapeutics, Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, coupon other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization and protection of the Trustee to take or omit to take any action in respect good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. No Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) The Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) Neither the Trustee shall be under no obligation to nor the Collateral Agent need exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered Holder has offered, and if requested, provided to the Trustee or the Collateral Agent, as applicable, security or indemnity or security satisfactory to the Trustee against any costs, loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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 fit and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall will incur no liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall will not be required to give any bond or surety in respect of the performance execution of its powers the trusts, powers, and duties hereunderunder this Indenture.
(lJ) The permissive rights of the Trustee enumerated herein will not be construed as obligations or duties. The Trustee undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Indenture.
(K) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(L) Neither the Trustee nor the Collateral Agent will be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal (including, the Accreted Principal Amount) of, or Fundamental Change Repurchase Price for, or interest on, any Note) unless written notice of any event that is in fact such a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is actually received by the a Responsible Officer of the Trustee or the Collateral Agent at the Corporate Trust Office of the Trustee or the Collateral Agent, and such notice references the Notes, the Company and this Indenture and states that it is a notice of Default or Event of Default.
(M) Notwithstanding anything to the contrary in this Indenture, other than this Indenture, the Notes and the Security Documents, the Trustee will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the Trustee.
Appears in 3 contracts
Samples: First Supplemental Indenture (Nogin, Inc.), Indenture (Nogin, Inc.), Indenture (Software Acquisition Group Inc. III)
Rights of the Trustee. Subject to Sections 315(a) through 315(d) of the TIA:
(a) The 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, direction, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.an appropriate Person;
(b) Any request, direction, order any request or demand direction 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 resolution of the Board of Directors may be sufficiently evidenced to the Trustee by a Board Resolution.;
(c) The whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of bad faith on its part, require and rely upon an Officers' Certificate;
(d) the Trustee may consult with counsel and the written advice of its own selection and such counsel or any advice 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.reliance thereon;
(de) The the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request, order request or direction of any of the Holders of Debentures of any series pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to against the Trustee against any losscosts, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby.direction;
(ef) The 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, coupon or other paper or document, but the Trustee, in its sole 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 examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Company attorney, and shall incur no personal liability or additional liability of any kind by reason of such inquiry or investigation).; and
(fg) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be personally responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care by it hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 3 contracts
Samples: Indenture (New York Community Bancorp Inc), Indenture (New York Community Bancorp Inc), Indenture (New York Community Capital Trust I)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture order or other paper document that it believes to be genuine and signed or documentpresented by the proper Person, 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 and the Trustee shall determine to make such further inquiry need not investigate any fact or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)matter stated therein.
(fB) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall will not be liable for any action taken, sufferedit takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or omitted any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) Any request, direction, order or demand of the Company mentioned herein shall be taken sufficiently evidenced by a Company Order (unless other evidence in respect thereof be herein specifically prescribed); and any board resolutions may be evidenced to the Trustee by a copy thereof certified by the Company’s Secretary, Assistant Secretary or other duly authorized Officer.
(D) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such attorney or agent appointed with due care.
(E) The Trustee will not be liable for any action it takes or omits to take in good faith and reasonably believed by that it believes to be authorized or within the discretion or rights or powers conferred upon vested in it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) . The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agentagent, custodian and other Person employed to act hereunder.
(kF) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor will be sufficient if signed by an Officer of the Company or Guarantor, as applicable. The Trustee may request that the Company or any Guarantor 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, which certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(G) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction.
(H) Anything in this indenture notwithstanding, the Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(I) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lJ) The Trustee shall be under no obligation to take or pursue any action that is not in accordance with applicable law.
(K) The Trustee may request that execute any of the Company deliver an Officer’s Certificate setting forth trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the names Trustee shall not be responsible for any misconduct or negligence on the part of individuals and/or titles any agent, custodian, nominee or attorney appointed by it with due care hereunder.
(L) The permissive rights of officers authorized at such time to take specified actions pursuant to this Indenturethe Trustee enumerated herein shall not be construed as duties.
Appears in 3 contracts
Samples: Indenture (Amryt Pharma PLC), Indenture (Amryt Pharma PLC), Indenture
Rights of the Trustee. Except as otherwise provided in Section 7.01:
(a) The 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.parties;
(b) Any 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); prescribed); and any resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolution.copy thereof certified by the Secretary or an Assistant Secretary of the Company;
(c) The the Trustee may consult with counsel of its own selection and require an Opinion of Counsel and any written or verbal 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.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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation).investigation;
(fe) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent agent, custodian, nominee or attorney appointed by it with due care hereunder.hereunder;
(f) the permissive rights of the Trustee enumerated herein shall not be construed as duties;
(g) The in no event shall the Trustee be responsible or liable for any special, indirect, punitive or 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;
(h) the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (i) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or (ii) 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 and such notice references the Notes and this Indenture;
(i) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;
(j) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses, claims and liabilities which might be incurred by it in compliance with such request or direction;
(k) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.Indenture;
(hl) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder.hereunder;
(km) The 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; and
(n) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 3 contracts
Samples: Indenture (Redfin Corp), Indenture (Redfin Corp), Indenture (Redfin Corp)
Rights of the Trustee. Except as otherwise provided in Section 7.01 hereof:
(a) The the Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which may be incurred therein or thereby.
(e) person. 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 determines 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 attorney;
(at b) whenever the reasonable expense of Trustee is requested by the Company and shall incur no liability of any kind by reason of such inquiry to act or investigation).
(f) The refrain from acting hereunder, the Trustee may execute any require an Officer's Certificate directing it to act or refrain from so acting, and, if appropriate, an Opinion of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) Counsel. The Trustee shall not be liable for any action takenit takes or omits to take in the absence of bad faith in reliance on such Officer's Certificate and Opinion of Counsel;
(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, sufferedsuffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may in the absence of bad faith on its part, rely upon an Officer's Certificate;
(d) the Trustee may act through agents and shall not be responsible for the misconduct or omitted negligence of any agent appointed with due care;
(e) the Trustee shall not be liable for any action it takes or omits to be taken by it take in good faith and which it reasonably believed by it believes to be authorized or within its rights or powers;
(f) the discretion Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; and
(g) the Trustee shall be under no obligation to exercise any of the rights or powers conferred upon vested in it by this Indenture.
(h) In no event shall Indenture at the Trustee be responsible request or liable for special, indirect, consequential or punitive loss or damage direction of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
Appears in 3 contracts
Samples: Indenture (Penelec Capital Trust), Indenture (Met Ed Capital Trust), Indenture (Pennsylvania Electric Co)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, directionit may require, order or demand of the Company mentioned herein shall be sufficiently evidenced by and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered to Holder has offered, and if requested, provided the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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 debenture, note, other evidence of indebtedness 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 and 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 reasonable expense of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office corporate trust office of the TrusteeTrustee specified in Section 11.01, and such notice references the Notes and the Indenture.this Indenture and states that it is a “Notice of Default”;
(jJ) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunderunder this Indenture.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lK) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so.
(M) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the Trustee.
Appears in 2 contracts
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person.
(b) The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. The appointment of agents (other than legal counsel) pursuant to this subsection (c) shall be subject to the prior consent of ZVF, which consent shall not be unreasonably withheld.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Base Indenture.
(e) Subject to Section 10.1(a), the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Indenture Noteholders, pursuant to the provisions of this Base Indenture or any Series Supplement, unless such Indenture Noteholders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.
(f) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but unless requested in writing so to do by the Trustee, Required Noteholders of any Series of Indenture Notes. If the Trustee is so requested by the Required Noteholders or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees fit, and, if the Trustee shall determine to make such further inquiry or investigationbe entitled, it shall be entitled upon reasonable notice and upon reasonable request, to examine the books, records and premises of the CompanyZVF, personally or by agent or attorney (attorney, at the reasonable expense sole cost of ZVF and the Company and Trustee 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action takenlosses or liquidation penalties in connection with Permitted Investments, sufferedunless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct, negligence or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenturebad faith.
(h) In no event The Trustee shall not be liable for the acts or omissions of any successor to the Trustee be responsible so long as such acts or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but omissions were not limited to, loss of profit) irrespective of whether the Trustee has been advised result of the likelihood negligence, bad faith or willful misconduct of such loss or damage and regardless of the form of actionpredecessor Trustee.
(i) The Trustee shall not be deemed required to have notice take any action pursuant to any request or direction of any Default ZVF unless such request or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which direction is in fact such a default is received sufficiently evidenced by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the IndentureCompany Request or Company Order.
(j) Whenever in the administration of this Base Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate.
(k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agentagent, custodian and other Person person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company ZVF deliver an Officer’s Certificate incumbency certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture, which incumbency certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(m) In acting under this IndentureBase Indenture and any Series Supplement, the Trustee may obtain a written direction from the Servicer to clarify the identification of any Collateral or Series-Specific Collateral and the related beneficiaries thereof.
(n) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware services); it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(o) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
Appears in 2 contracts
Samples: Base Indenture (Zipcar Inc), Base Indenture (Zipcar Inc)
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person.
(b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any negligence, bad faith or willful misconduct on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.
(d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence, bad faith or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Noteholders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.
(f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees 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 CompanySecuritization Entities, personally or by agent or attorney (attorney, at the reasonable expense sole cost of the Company Master Issuer and the Trustee shall incur no liability of any kind by reason of such inquiry or investigation.
(g) The right of the Trustee to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence, bad faith or willful misconduct for the performance of such act.
(h) In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.
(i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process.
(j) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).
(fk) The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder.
(l) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments.
(m) The Trustee may execute request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act.
(n) Any request or direction of the trusts Master Issuer mentioned herein shall be sufficiently evidenced by a Company Order.
(o) Whenever in the administration of the Indenture the Trustee shall deem it desirable that a matter be proved or powers hereunder established prior to taking, suffering or perform omitting any duties hereunder either directly action hereunder, the Trustee may, in the absence of bad faith, gross negligence or by willful misconduct on its part, rely upon an Officer’s Certificate of the Master Issuer, the Manager or through agents or attorneys the Servicer and the shall incur no liability for its reliance thereon.
(p) The Trustee shall not be responsible for the accuracy of the books or records of, or for any misconduct acts or negligence on omissions of, DTC, any transfer agent (other than the part of Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent or attorney appointed by it with due care hereunderor any Paying Agent (other than the Trustee itself acting in that capacity).
(gq) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments.
(r) The Trustee shall not be liable for have no obligation to invest and reinvest any action taken, suffered, cash held in the absence of timely and specific written investment direction from the Servicer or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) Master Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Master Issuer to provide timely written investment direction.
(s) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised calculation of the likelihood of such loss DSCR, New Series Pro Forma DSCR or damage and regardless of the form of actionInterest-Only DSCR.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(jt) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee Trustee, in each of case, with respect to its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder.
(ku) The Trustee shall be afforded, in each Related Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Related Document.
(v) For any purpose under the Related Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them.
(w) The Trustee shall not have any responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of an engagement of Independent Auditors by the Master Issuer (or the Manager on behalf of the Master Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided, however, that the Trustee shall be authorized, upon receipt of a Company Order directing the same, to execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the reports or instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Master Issuer had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Master Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Auditors (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to give execute any bond or surety agreement in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request Independent Auditors that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureTrustee reasonably determines adversely affects it.
Appears in 2 contracts
Samples: Sixth Supplement to Base Indenture (Wendy's Co), Base Indenture (Wendy's Co)
Rights of the Trustee. Except as otherwise provided by Section 12.1:
(a) The Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon and in accord with, without any duty to verify the contents or recompute any calculations therein, any document (whether in its original or facsimile form), including any assignment of Receivables, the Monthly Servicer Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the Monthly Noteholders’ Statement, any resolution, Cofina Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document, believed by it to be genuine and to have been signed by or presented by the proper person. Subject to Section 12.1, the Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting prior to an Early Amortization Event or Default or Event of Default, the Trustee may require a Cofina Officer’s Certificate or consult with counsel of its selection and the Cofina Officer’s Certificate or the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, custodians and nominees and the Trustee shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent or attorneys, custodian or nominee so long as such agent, custodian or nominee is appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence or a breach of the express terms of this Indenture.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, any Series Supplement or any Enhancement Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders or any Enhancement Provider, pursuant to the provisions of this Indenture or any Series Supplement, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk is not reasonably assured to it by the terms of this Indenture.
(f) Except as otherwise required by the Indenture or by law, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon bond or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine including, any assignment of Receivables, the Monthly Servicer Report, the annual Servicer’s certificate, the monthly payment instructions and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced notification to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of DefaultMonthly Noteholders’ Statement), unless such requested in writing so to do by the Holders shall have offered to of Notes evidencing not less than 25% of the Trustee indemnity aggregate outstanding principal balance of Notes of any Series or security satisfactory to the Trustee against any loss, 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 documentEnhancement Provider, 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 reasonable expense sole cost of the Company Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(f) The ; provided, however, 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, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may execute any of the trusts require reasonable indemnity against such cost, expense or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunderliability as a condition to so proceeding.
(g) The Trustee shall have no liability for the selection of Permitted Investments and shall not be liable for any action takenlosses or liquidation penalties in connection with Permitted Investments, suffered, unless such losses or omitted liquidation penalties were incurred through the Trustee’s own willful misconduct or negligence. The Trustee shall have no obligation to be taken invest or reinvest any amounts except as provided in this Indenture or as directed by it in good faith and reasonably believed by it to be authorized the Issuer (or within the discretion or rights or powers conferred upon it by this IndentureServicer on its behalf).
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice liable for the acts or omissions of any Default successor to the Trustee so long as such acts or Event of Default unless a Responsible Officer omissions were not the result of the Trustee has actual knowledge thereof negligence, bad faith or unless written notice of any event which is in fact such a default is received by a Responsible Officer willful misconduct of the Trustee at the Corporate Trust Office of the predecessor Trustee, and such notice references the Notes and the Indenture.
(ji) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agentagent, custodian and other Person employed to act hereunder.
(kj) The Except as may be required by Sections 12.1(b)(ii), 12.1(i), 12.2(a) and 12.2(f), the Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records related to the performance Trust Estate for the purpose of its powers establishing the presence or absence of defects, the compliance by any Seller or the Servicer with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon security or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or partiesmatter contained therein.
(b) 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 resolution of the Board of Directors may be evidenced to . In addition, before the Trustee by a Board Resolution.
(c) acts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of its own selection and such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by Officers of the Company.
(f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(g) 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 discretion of any of the Holders holders of Notes pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall holders have offered to the Trustee security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may might be incurred therein or thereby.
(eh) 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 security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee shall determine determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney (at attorney, and the reasonable expense expenses of every such examination shall be paid by the Company and or, if paid by the Trustee or any predecessor Trustee, shall incur no liability of any kind be reimbursed by reason of such inquiry or investigation)the Company upon demand.
(fi) The Trustee may execute any permissive rights of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be responsible answerable for any misconduct other than its negligence or negligence on the part of any agent or attorney appointed by it with due care hereunder.willful misconduct
(gj) The Trustee shall not be liable responsible for the computation of any adjustment to the Conversion Rate or for any action taken, suffered, or omitted determination as to be taken by it in good faith whether an adjustment is required and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice knowledge of any Default or Event of Default adjustment unless a Responsible Officer of and until it shall have received the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that from the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenturecontemplated by Section 12.05(j).
Appears in 2 contracts
Samples: Indenture (Amkor International Holdings, LLC), Indenture (Amkor Technology Inc)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, directionit may require, order or demand of the Company mentioned herein shall be sufficiently evidenced by and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered to Holder has offered, and if requested, provided the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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, other evidence of indebtedness 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 and 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 reasonable expense of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office corporate trust office of the Trustee, and such notice references the Notes and the this Indenture.;
(jJ) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunderunder this Indenture.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lK) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(L) The permissive rights of the Trustee enumerated herein will not be construed as duties.
(M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.
(N) Neither the Trustee nor any Agent will have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Marathon Digital Holdings, Inc.), Indenture (Bloom Energy Corp)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, directionit may require, order or demand of the Company mentioned herein shall be sufficiently evidenced by and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered to Holder has offered, and if requested, provided the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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 debenture, note, other evidence of indebtedness or other paper or documentdocuments, 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 and 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 reasonable expense of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office corporate trust office of the TrusteeTrustee specified in Section 11.01, and such notice references the Notes and the Indenturethis Indenture and states that it is a “Notice of Default.”
(jJ) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunderunder this Indenture.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lK) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of and individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so.
(M) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the Trustee.
Appears in 2 contracts
Samples: Indenture (Eventbrite, Inc.), Indenture (Eventbrite, Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The Trustee shall not be deemed to have notice None of any Default or Event of Default unless a Responsible Officer the permissive rights of the Trustee has actual knowledge thereof or unless written notice of any event which is enumerated in fact such this Indenture will be construed as a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indentureduty.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (American Eagle Outfitters Inc), Indenture (Dick's Sporting Goods, Inc.)
Rights of the Trustee. (a) Except as otherwise provided by Section 11.1:
(i) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person.
(ii) The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(iii) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however that, so long as a Financial Insurance Provider is the Controlling Party, the Trustee shall receive the consent of the Controlling Party prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.
(iv) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture or any other Security Agreement.
(v) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders or the Controlling Party, pursuant to the provisions of the Indenture, unless the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby or shall have reasonable grounds to believe that repayment of such costs, expenses and liabilities is not reasonably assured to it.
(vi) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but unless requested in writing so to do by 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 reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Controlling Party.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(gvii) The Trustee shall not be liable for any action taken, suffered, losses or omitted liquidation penalties in connection with Permitted Investments (other than as an obligor with respect to be taken by it in good faith and reasonably believed by it to be authorized or within any Permitted Investments for which the discretion or rights or powers conferred upon it by this Indentureinstitution acting as Trustee is an obligor).
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(ib) The Trustee shall not be deemed to have notice liable for the acts or omissions of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given successor to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture Agreement (Amerco /Nv/), Cargo Van/Pick Up Truck Base Indenture (Amerco /Nv/)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon security or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or partiesmatter contained therein.
(b) 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 resolution of the Board of Directors may be evidenced to . In addition, before the Trustee by a Board Resolution.
(c) acts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of its own selection and such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by Officers of the Company.
(f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(g) 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 discretion of any of the Holders holders of Securities of any series pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall holders have offered to the Trustee security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may might be incurred therein or thereby.
(eh) 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 security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Securities of that series then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee shall determine determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney (at attorney, and the reasonable expense expenses of every such examination shall be paid by the Company and or, if paid by the Trustee or any predecessor Trustee, shall incur no liability of any kind be reimbursed by reason of such inquiry or investigation)the Company upon demand.
(fi) The Trustee may execute any permissive rights of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be responsible answerable for any misconduct other than its negligence or negligence on the part of any agent or attorney appointed by it with due care hereunderwillful misconduct.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Amkor International Holdings, LLC), Indenture (Amkor Technology Inc)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(m) In the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company.
(n) The permissive rights of the Trustee enumerated herein shall not be construed as duties.
(o) If at any time the Trustee is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects any trust account, funds held hereunder or this Indenture (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of funds), the Trustee is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if the Trustee complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Trustee shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vivint Solar, Inc.), Agreement and Plan of Merger (Sunedison, Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability. Any request, direction, order request or demand direction 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 resolution of the Board of Directors may be sufficiently evidenced to the Trustee by a Board Resolution.board resolution;
(cC) The Trustee may consult with counsel of act through its own selection attorneys and any advice agents and will not be responsible for the misconduct or Opinion of Counsel shall be full and complete authorization and protection in respect negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) 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, other evidence of indebtedness 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 reasonable expense sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any It shall not be the duty of the trusts or powers hereunder or perform Trustee to see that any duties hereunder either directly or by obligations imposed herein upon the Company or through agents or attorneys other persons are performed, and the Trustee shall not be liable or responsible for the failure of the Company or such other persons to perform any misconduct or negligence on the part act required of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it them by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iJ) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office office of the Trustee, and such notice references the Notes Securities and the this Indenture.
(jK) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lL) The Trustee may request that the Company deliver an Officer’s Certificate 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.
Appears in 2 contracts
Samples: Indenture (Shift4 Payments, Inc.), Indenture (Shift4 Payments, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Down-MACRO Holding Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Down-MACRO Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor, the Administrative Agent or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureDown-MACRO Holding Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agents with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC), Claymore Macroshares Oil Down Holding Trust Agreement (MACRO Securities Depositor, LLC)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, directionit may require, order or demand of the Company mentioned herein shall be sufficiently evidenced by and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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, other evidence of indebtedness 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 and 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 reasonable expense of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default Default or Event of Default is received from the Company or any Holder by a Responsible Officer of the Trustee at the Corporate Trust Office corporate trust office of the Trustee, and such notice references the Notes and the this Indenture.;
(jJ) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunderunder this Indenture.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lK) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Cracker Barrel Old Country Store, Inc), Indenture (Perficient Inc)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Down-MACRO Tradeable Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(b) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense Aggregate Par Amount of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Down-MACRO Tradeable Shares.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureDown-MACRO Tradeable Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(a) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agent with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Third Amended and Restated Macroshares Oil Down Tradeable Trust Agreement (MACROshares Oil Down Holding Trust), Third Amended and Restated Macroshares Oil Down Tradeable Trust Agreement (MACROshares Oil Up Tradeable Trust)
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper Person.
(b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any negligence, bad faith or willful misconduct on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.
(d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of gross negligence, bad faith or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Holders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.
(f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees 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 CompanySecuritization Entities, personally or by agent or attorney (attorney, at the reasonable expense sole cost of the Company Master Issuer and the Trustee shall incur no liability of any kind by reason of such inquiry or investigation.
(g) The right of the Trustee to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence, bad faith or willful misconduct for the performance of such act.
(h) In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.
(i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process.
(j) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).
(fk) The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder.
(l) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments.
(m) The Trustee may execute request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act.
(n) Any request or direction of the trusts Master Issuer mentioned herein shall be sufficiently evidenced by a Company Order.
(o) Whenever in the administration of the Indenture the Trustee shall deem it desirable that a matter be proved or powers hereunder established prior to taking, suffering or perform omitting any duties hereunder either directly action hereunder, the Trustee may, in the absence of bad faith, gross negligence or by willful misconduct on its part, rely upon an Officer’s Certificate of the Master Issuer, the Manager or through agents or attorneys the Servicer and the shall incur no liability for its reliance thereon.
(p) The Trustee shall not be responsible for the accuracy of the books or records of, or for any misconduct acts or negligence on omissions of, DTC, any transfer agent (other than the part of Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent or attorney appointed by it with due care hereunderor any Paying Agent (other than the Trustee itself acting in that capacity).
(gq) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments.
(r) The Trustee shall not be liable for have no obligation to invest and reinvest any action taken, suffered, cash held in the absence of timely and specific written investment direction from the Servicer or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) Master Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Master Issuer to provide timely written investment direction.
(s) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised calculation of the likelihood of such loss DSCR, New Series Pro Forma DSCR or damage and regardless of the form of actionInterest-Only DSCR.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(jt) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee Trustee, in each of case, with respect to its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder.
(ku) The Trustee shall be afforded, in each Related Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Related Document.
(v) For any purpose under the Related Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them.
(w) The Trustee shall not have any responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of an engagement of Independent Auditors by the Master Issuer (or the Manager on behalf of the Master Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided, however, that the Trustee shall be authorized, upon receipt of a Company Order directing the same, to execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the reports or instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Master Issuer had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Master Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Auditors (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to give execute any bond or surety agreement in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request Independent Auditors that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureTrustee reasonably determines adversely affects it.
Appears in 2 contracts
Samples: Base Indenture (Planet Fitness, Inc.), Base Indenture (Planet Fitness, Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered to Holder has offered, and if requested; provided the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee.
(I) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall will not be required to give any bond or surety in respect of the execution or performance of its powers and duties hereunderthis Indenture or otherwise.
(lJ) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture, the Notes and any notices or certificates provided in connection therewith.
(K) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Rocket Lab USA, Inc.), Indenture (Cerevel Therapeutics Holdings, Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to (and, if requested, provided) the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee.
(I) The Trustee shall will not be deemed required to have notice give any bond or surety in respect of any Default the execution or Event performance of Default unless this Indenture or otherwise.
(J) Unless a Responsible Officer of the Trustee has actual knowledge thereof received notice from the Company that Additional Interest or unless written notice of any event which Special Interest is in fact such a default is received by a Responsible Officer of owing or accruing, on the Notes, the Trustee at the Corporate Trust Office of the Trusteemay assume that no Additional Interest or Special Interest, and such notice references the Notes and the Indentureas applicable, is payable or accruing.
(jK) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunderunder this Indenture, and each including as Note Agent, custodian and other Person employed to act hereunder.
(kL) The Trustee shall will not be required to give charged with knowledge of any bond document or surety in respect of agreement other than this Indenture and the performance of its powers Notes (including the Registration Rights Agreement and duties hereunderany Notice and Questionnaire(s)).
(lM) The Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may request that conclusively rely, without investigation, on any information provided by the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureDepositary.
Appears in 2 contracts
Samples: Indenture (Rexford Industrial Realty, Inc.), Indenture (Rexford Industrial Realty, Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to (and, if requested, provided) the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The permissive rights of the Trustee enumerated in this Indenture will not be construed as duties.
(I) The Trustee shall will not be deemed required to have notice give any bond or surety in respect of any Default the execution of this Indenture or Event of Default unless otherwise.
(J) Unless a Responsible Officer of the Trustee has actual knowledge thereof received notice from the Company that Additional Interest is owing on the Notes or unless written notice of any event which is in fact such a default is received by a Responsible Officer of that the Company has elected to pay Special Interest on the Notes, the Trustee at the Corporate Trust Office of the Trusteemay assume no Additional Interest or Special Interest, and such notice references the Notes and the Indentureas applicable, is payable.
(jK) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunderunder this Indenture, and each including as Note Agent, custodian and other Person employed to act hereunder.
(kL) The Trustee shall will not be required to give charged with knowledge of any bond document or surety in respect of agreement other than this Indenture and the performance of its powers and duties hereunderNotes.
(lM) The Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may request that conclusively rely, without investigation, on any information provided by the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureDepositary.
Appears in 2 contracts
Samples: Indenture (Orthopediatrics Corp), Purchase Agreement (Orthopediatrics Corp)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered to Holder has offered, and, if requested, provided, the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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 debenture, note, other evidence of indebtedness 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 and 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 reasonable expense of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default Default or Event of Default is actually received by a Responsible Officer of the Trustee at the Corporate Trust Office corporate trust office of the TrusteeTrustee specified in Section 12.01, and such notice references the Notes and the Indenturethis Indenture and states that it is a “Notice of Default”.
(jJ) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, under this Indenture and shall apply to each Agent, custodian and other Person employed to act Note Agent hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lK) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(L) The permissive rights of the Trustee enumerated herein will not be construed as duties.
(M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.
(N) Neither the Trustee nor any Note Agent will have any responsibility or liability for any actions taken or not taken by the Depositary.
(O) Notwithstanding anything to the contrary in this Indenture, the Trustee will have no duty to know or inquire as to the performance or nonperformance of any provision of any agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the Trustee.
Appears in 2 contracts
Samples: Indenture (Boxed, Inc.), Indenture (Seven Oaks Acquisition Corp.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to (and, if requested, provided) the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee.
(I) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall will not be required to give any bond or surety in respect of the execution or performance of its powers and duties hereunderthis Indenture or otherwise.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Rivian Automotive, Inc. / DE), Indenture (Rivian Automotive, Inc. / DE)
Rights of the Trustee. Except as otherwise provided by Section 11.1:
(a) The Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon and in accord with, without any duty to verify the contents or recompute any calculations therein, any document (whether in its original or facsimile form), including the Monthly Servicer Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the Monthly Statement, any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document, believed by it to be genuine and to have been signed by or presented by the proper Person. Without limiting the Trustee’s obligations to examine pursuant to Section 11.1(b)(ii), the Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, the Trustee may require an Officer’s Certificate or an Opinion of Counsel or consult with counsel of its selection and the Officer’s Certificate or the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, custodians and nominees and the Trustee shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent or attorneys, custodian or nominee so long as such agent, custodian or nominee is appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders or Certificateholders, pursuant to the provisions of this Base Indenture or any Series Supplement, unless such Noteholders or Certificateholders shall have offered to the Trustee security or indemnity satisfactory to the Trustee (in its sole discretion) against the costs, expenses (including attorneys’ fees and expenses) and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of an Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Base Indenture or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(f) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon bond or other paper or document (whether including, the Monthly Servicer’s Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee or the Monthly Statement), unless requested in its original writing so to do by the Holders of Notes evidencing not less than 25% of the aggregate outstanding principal balance or facsimile form) believed par value of Notes of any Series, but the Trustee may, but is not obligated to, 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 Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) Any requestmaking of such investigation is, direction, order or demand in the opinion 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 resolution of the Board of Directors may be evidenced Trustee, not assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such cost, expense or liability as a Board Resolutioncondition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request.
(c) The Trustee may consult with counsel of its own selection and any advice 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.
(dg) The Trustee shall have no liability for the selection of Permitted Investments and shall not be under liable for any losses or liquidation penalties in connection with Permitted Investments, unless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct or negligence. The Trustee shall have no obligation to exercise invest or reinvest any of amounts except as directed by the rights Issuer (or powers vested the initial Servicer) in it by accordance with this Indenture. Notwithstanding the foregoing, if the initial Servicer is removed or replaced, the selected Permitted Investment for investment or reinvestment as provided in this Indenture at shall be as in effect on the request, order date of such removal or direction replacement.
(h) The Trustee shall not be liable for the acts or omissions of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered successor to the Trustee indemnity so long as such acts or security satisfactory to omissions were not the Trustee against any lossresult of the negligence, expenses and liabilities which may be incurred therein bad faith or therebywillful misconduct of the predecessor Trustee.
(ei) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee (a) in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder and (b) in each document to which it is a party whether or not specifically set forth herein.
(j) Except as may be required by Sections 11.1(b)(ii), 11.1(i), 11.2(a) and 11.2(f), the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Trust Estate for the purpose of establishing the presence or absence of defects, the compliance by the Seller, the Parent or the Servicer with their respective representations and warranties or for any other purpose.
(k) Without limiting the Trustee’s obligation to examine pursuant to Section 11.1(b)(ii), the Trustee shall not be bound to make any investigation into (i) the facts performance or matters stated observance by the Issuer, any Servicer or any other Person of any of the covenants, agreements or other terms or conditions set forth in this Indenture or in any resolutionrelated document, certificate(ii) the occurrence of any default, statementor the validity, instrumentenforceability, opinioneffectiveness or genuineness of this Indenture, reportany related document or any other agreement, noticeinstrument or document, request(iii) the creation, directionperfection or priority of any Lien purported to be created by this Indenture or any related document, consent, order, bond, debenture (iv) the value or other paper the sufficiency of any collateral or (v) the satisfaction of any condition set forth in this Indenture or any related 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 or any Servicer, personally or by agent or attorney (at the reasonable expense of the Company attorney, 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(hl) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(im) The Trustee shall not be deemed may, from time to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trusteetime, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company Issuer and any other applicable party deliver an Officer’s Certificate a certificate (upon which the Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers; provided, however, that from time to time, the Issuer or such other applicable party may, by delivering to the Trustee a revised certificate, change the information previously provided by it pursuant to the Indenture, but the Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate.
(n) The right of the Trustee to perform any discretionary act enumerated in this Indenture or any related document shall not be construed as a duty.
(o) Except for notices, reports and other documents expressly required to be furnished to the Holders by the Trustee hereunder, the Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuer, the servicer or any other parties to any related documents which may come into the possession of the Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact.
(p) If the Trustee requests instructions from the Issuer or the Holders with respect to any action or omission in connection with this Indenture, the Trustee shall be entitled (without incurring any liability therefor) to refrain from taking such action and continue to refrain from acting unless and until the Trustee shall have received written instructions from the Issuer or the Holders, as applicable, with respect to such request.
(q) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law.
(r) In no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture or any related documents because of circumstances beyond the Trustee’s control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Indenture or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether or not of the same class or kind as specified above.
(s) The Trustee shall not be liable for failing to comply with its obligations under this Indenture in so far as the performance of such obligations is dependent upon the timely receipt of instructions and/or other information from any other Person which are not received or not received by the time required.
(t) The Trustee shall be fully justified in failing or refusing to take any action under this Indenture or any other related document if such action (A) would, in the reasonable opinion of the Trustee, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable Law, this Indenture or any other related document, or (B) is not provided for in the Indenture or any other related document.
(u) The Trustee shall not be required to take any action under this Indenture or any related document if taking such action (A) would subject the Trustee to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Trustee to qualify to do business in any jurisdiction where it is not then so qualified.
Appears in 2 contracts
Samples: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith that is believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(hG) In no event shall will the Trustee be responsible or liable for special, indirect, punitive or consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, including loss of profit) irrespective of whether the Trustee has been advised of the likelihood of or such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(jH) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunderunder this Indenture, and each Agentagent, custodian and other Person employed to act hereunderunder this Indenture, and will survive the termination of this Indenture.
(kI) The Trustee shall may request that the Company deliver an Officer’s Certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(J) The Trustee will not be required to give any bond or surety in respect of the performance of its powers and duties hereunderunder this Indenture.
(lK) The permissive rights of the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take do things enumerated in this Indenture will not be construed as a duty unless so specified actions pursuant to in this Indenture.
(L) No provision of this Indenture will be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, in the performance of its duties or obligations under this Indenture, or to exercise any right or power under this Indenture, to the extent that taking or omitting to take such action would violate applicable law binding upon it.
Appears in 2 contracts
Samples: Indenture (Oil States International, Inc), Indenture (Oil States International, Inc)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The permissive rights of the Trustee enumerated herein will not be construed as duties.
(I) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall will not be required to give any bond or surety in respect of the performance execution of its powers and duties hereunderthis Indenture or otherwise.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Guardant Health, Inc.), Indenture (Arch Resources, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be protected in acting upon any document , resolution, certificate, statement, instrument, opinion, report, notice, requestdirection, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) certificate and/or opinion believed by it in good faith to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or partiesmatter stated in any such document.
(b) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate (unless other evidence or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in respect thereof be herein specifically prescribed); and any resolution good faith in reliance on such Officer’s Certificate or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or gross negligence.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.
(f) 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 request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may that might be incurred therein by it in compliance with such request or therebydirection.
(eg) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Issuer, 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, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyIssuer during normal business hours and upon reasonable notice, personally or by agent or attorney (at the reasonable expense sole cost of the Company Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fh) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys, and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed by it with due care hereunderby it under this Indenture.
(gi) The Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, U.S. Bank National Association in each of its capacities hereunder as an Agent, and to each agent, Custodian and other Person employed to act hereunder.
(k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty.
(l) The Trustee shall not be responsible or liable for any action takenfailure or delay in the performance of its obligations under this Indenture arising out of or caused, suffereddirectly or indirectly, by circumstances beyond its reasonable control, including, without limitation, accidents; nuclear or omitted to be taken by it in good faith natural catastrophes or acts of God; earthquakes; fire; flood; terrorism; wars and reasonably believed by it to be authorized other civil or within the discretion military disturbances; sabotage; epidemics; riots; interruptions; loss or rights malfunctions of utilities, computer (hardware or powers conferred upon it by this Indenturesoftware) or communication services; accidents; labor disputes, strikes or work stoppages; acts of civil or military authority and governmental action.
(hm) In Anything in this Indenture notwithstanding, in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential or punitive loss or damage of any kind whatsoever (including, including but not limited to, to loss of profit) irrespective of whether ), even if the Trustee has been advised of as to the likelihood of such loss or damage and regardless of the form of action
(n) No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations under this Indenture, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it.
(io) Other than any information set forth in a notice to the Trustee pursuant to the provisions of this Indenture or any Notes Collateral Documents, the delivery of reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(p) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall not be deemed to have notice full and complete authorization and protection from liability in respect of any Default action taken, omitted or Event suffered by it hereunder in good faith and in accordance with the advice or opinion of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenturecounsel.
(jq) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunderhereunder (including but not limited to as Registrar and Paying Agent), and each Agentagent, custodian and other Person person employed to act hereunder.
(kr) The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be required to give any bond answerable for other than its own negligence or surety willful misconduct in respect of the performance of its powers and duties hereundersuch act.
(ls) The Trustee may request entitled to assume without enquiry, that the Company deliver an Officer’s Certificate setting forth Issuer has performed in accordance with all of the names of individuals and/or titles of officers authorized at such time provisions in the Indenture, unless notified to take specified actions pursuant to this Indenturethe contrary.
Appears in 2 contracts
Samples: Indenture (Arconic Rolled Products Corp), Indenture (Arconic Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, directionit may require, order or demand of the Company mentioned herein shall be sufficiently evidenced by and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered to Holder has offered, and if requested, provided the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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 debenture, note, other evidence of indebtedness 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 and 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 reasonable expense of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office corporate trust office of the TrusteeTrustee specified in Section 11.01, and such notice references the Notes and the Indenture.this Indenture and states that it is a “Notice of Default”;
(jJ) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunderunder this Indenture.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lK) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so.
(M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.
(N) Neither the Trustee nor any Note Agent will have any responsibility or liability for any actions taken or not taken by the Depositary.
(O) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the Trustee.
Appears in 2 contracts
Samples: Indenture (Limelight Networks, Inc.), Indenture (Limelight Networks, Inc.)
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based 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 or facsimile form) believed by it in good faith to be genuine and to have been signed by or presented by the proper party or partiesperson.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders Noteholders, pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)or any Series Supplement, unless such Holders Noteholders shall have offered to the Trustee security or indemnity or security satisfactory to the Trustee against any lossthe costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of a default by any Leasing Company or ARG (which has not been cured), to exercise such of the rights and powers vested in it by this Indenture or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(ef) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, unless requested in writing so to do by the Required Noteholders of any Series which could be adversely affected if the Trustee does not perform such acts, 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 CompanyARG, personally or by agent or attorney (at the reasonable expense sole cost of the Company ARG and shall incur no liability or additional 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action takenlosses or liquidation penalties in connection with Permitted Investments, suffered, unless such losses or omitted to be taken by it in good faith and reasonably believed by it to be authorized liquidation penalties were incurred through the Trustee’s own willful misconduct or within the discretion or rights or powers conferred upon it by this Indenturenegligence.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice liable for the acts or omissions of any Default successor to the Trustee so long as such acts or Event of Default unless a Responsible Officer omissions were not the result of the Trustee has actual knowledge thereof negligence, bad faith or unless written notice of any event which is in fact such a default is received by a Responsible Officer willful misconduct of the Trustee at the Corporate Trust Office of the predecessor Trustee, and such notice references the Notes and the Indenture.
(ji) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agentagent, custodian and other Person employed to act hereunder.
(j) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(k) The In no event shall the Trustee shall not be required to give responsible or liable for any bond failure or surety delay in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names obligations under this Indenture arising out of individuals and/or titles or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, acts of officers authorized at such time to take specified actions pursuant to this Indenture.war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God
Appears in 2 contracts
Samples: Third Amended and Restated Series 2004 1 Supplement (Vanguard Car Rental Group Inc.), Base Indenture (Vanguard Car Rental Group Inc.)
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based 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 or facsimile form) believed by it in good faith to be genuine and to have been signed by or presented by the proper party or partiesperson.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. The Trustee shall provide written notice to Moody's of any such advice or Opinion appointment and, if practicable, shall provide prior written notice to Moody's of Counselany such appointment.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which 101 it believes to be authorized or within its rights or powers conferred upon it by the Indenture.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders Noteholders, pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)or any Supplement, unless such Holders Noteholders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to the Trustee against any lossthe costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of a default by any Lessee, AESOP Leasing, AESOP Leasing II, Original AESOP, PVHC, Quartx or AFC-II (which has not been cured), to exercise such of the rights and powers vested in it by this Indenture or any Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(ef) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, Required Noteholders of any Series which could be adversely affected if the Trustee shall determine to make does not perform 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunderacts.
(g) The Trustee shall not be liable for any action takenlosses or liquidation penalties in connection with Permitted Investments, sufferedunless such losses or liquidation penalties were incurred through the Trustee's own willful misconduct, negligence or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenturebad faith.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice liable for the acts or omissions of any Default successor to the Trustee so long as such acts or Event of Default unless a Responsible Officer omissions were not the result of the Trustee has actual knowledge thereof negligence, bad faith or unless written notice willful misconduct of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Xxxxxx Trust Office of the Trustee, and such notice references the Notes and the IndentureSavings Bank.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Base Indenture (Avis Rent a Car Inc), Base Indenture (Avis Rent a Car Inc)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Vivint Solar, Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) 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 resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolution.
(c) copy thereof certified by the Secretary or an Assistant Secretary of the Company. Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and in accordance with such advice that it believes to be authorized or Opinion of Counsel.
(d) The Trustee shall be under no obligation to exercise any of within the rights or powers vested in it by this the Indenture.
(E) Unless otherwise specifically provided in the Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee need not exercise any rights or powers vested in it by the Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered Holder has offered, and if requested, provided to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The Trustee shall not be deemed to have notice of any a Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof of such Default or Event of Default or unless written notice of any event which that is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(jI) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(kJ) The Trustee shall not be required to give any bond or surety or to expend or risk its own funds in respect of the performance of its powers and duties hereunder.
(lK) The Trustee shall not be liable or responsible for any action or inaction of any clearinghouse or depositary.
(L) The Trustee will 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, note, other evidence of indebtedness 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 the Trustee will incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(M) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(N) The permissive rights of the Trustee enumerated herein shall not be construed as duties.
Appears in 2 contracts
Samples: First Supplemental Indenture (Xeris Biopharma Holdings, Inc.), First Supplemental Indenture (Xeris Pharmaceuticals Inc)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Up MacroShares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to perform any due diligence or to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Up Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents attorneys, agents, custodians or attorneys nominees, including any of its Affiliates, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed selected by it in good faith and with due care hereunder(other than an agent or attorney that is an Affiliate of the Trustee); provided, that the Trustee shall remain liable hereunder for the performance of any duties delegated by it as permitted by this clause.
(g) The Trustee shall not be liable for under no obligation to monitor, and shall assume no personal liability for, the actions of the Depositor, the Administrative Agent or any action taken, suffered, other Person in connection with their duties under this Trust Agreement or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within connection with the discretion or rights or powers conferred upon it by this IndentureUp Trust generally.
(h) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agent with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Trust Agreement, Trust Agreement (MacroShares $100 Oil Up Trust)
Rights of the Trustee. Except as otherwise provided in --------------------- Section 8.01 and in the internal operating procedures memorandum: ------------
(a) The Trustee may delegate any of the duties, rights and powers vested in it hereunder to an Eligible Institution; provided, however, -------- ------- that no such delegation shall be effective unless (i) such third party has a combined capital and surplus of at least $100,000,000 and short-term ratings of at least "A-1"/"P-1" by S&P and Xxxxx'x, respectively, and subject to supervision or examination by federal or state authority and (ii) the Rating Agency Condition is satisfied.
(b) The Trustee may conclusively rely on and shall be protected in acting upon on, or in refraining from acting in accord with, any resolution, Responsible Officer's certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond, debenture, note, coupon note or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented to it pursuant to any Pooling and Servicing Agreement by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel counsel, and any Opinion of its own selection Counsel and any advice or Opinion of Counsel such counsel shall be full and complete authorization and protection in respect of any action taken or 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 any Pooling and Servicing Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture (including upon the occurrence any Pooling and during the continuance of an Event of Default)Servicing Agreement, unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to against the Trustee against any losscosts, expenses and liabilities which may be incurred therein or thereby; provided, however, that nothing contained herein -------- ------- shall relieve the Trustee of the obligations, upon the occurrence of a Master Servicer Default and default under the Servicing Guarantee or Early Amortization Event (which has not been cured), to exercise such of the rights and powers vested in it by any Pooling and Servicing Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act. For the purposes set forth hereunder, the Trustee's obligation to agree the matters referred to in Section 2.7(r), (s), (t) and (n) shall be -------------------------------- treated as an act of discretion.
(e) The Trustee shall not be personally 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 any Pooling and Servicing Agreement; provided that the Trustee shall be liable for -------- its gross negligence or willful misconduct.
(f) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, consent, order, approval, bond, debenture note or other paper or document, but unless requested in writing so to do by the TrusteeHolders of Investor Certificates evidencing Fractional Undivided Interests aggregating more than 50% of the Invested Amount of any Series which could be materially and adversely affected if the Trustee does not perform such acts; provided, in its discretionhowever, may that such Holders of Investor Certificates shall -------- ------- indemnify and reimburse the Trustee for any liability or expense resulting from any such investigation requested by them; provided, further, that the Trustee -------- ------- shall be entitled to make such further inquiry or investigation into such facts or matters as it may reasonably see fit, and, 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 (attorney, at the reasonable sole cost and expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Company.
(fg) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through Affiliates, agents or attorneys or a custodian or nominee, and the Trustee shall not be responsible for any misconduct or negligence on the part of of, or for the supervision of, any agent such Affiliate, agent, attorney, custodian or attorney nominee appointed by it with due care by it hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records related to the performance Receivables, the Collection Accounts, the Company Concentration Accounts, the Master Collection Accounts, the Company Receipts Account, the Stamp Duty Reserve Accounts and the General Reserve Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Company with its powers representations and duties hereunderwarranties or for any other purpose.
(li) The Trustee may request In the event that the Company deliver an Officer’s Certificate setting forth Trustee is also acting as Paying Agent or Transfer Agent and Registrar hereunder, the names of individuals and/or titles of officers authorized at such time rights and protections afforded to take specified actions the Trustee pursuant to this IndentureArticle VIII shall also be afforded to ------------ such Paying Agent or Transfer Agent and Registrar.
Appears in 2 contracts
Samples: Pooling Agreement (Huntsman Ici Holdings LLC), Pooling Agreement (Huntsman Ici Chemicals LLC)
Rights of the Trustee. Subject to Section 7.1:
(a) The the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document (whether in its original or facsimile form) reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.;
(b) Any request, direction, order any request or demand direction of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate a Company Order (unless in each case, other evidence in respect thereof than delivery of any Debenture to the Trustee for authentication and delivery pursuant to the second to last paragraph of Section 2.1, which shall be herein specifically prescribed); sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced to the Trustee by a Board Resolution.;
(c) The whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, conclusively rely upon an Officer's Certificate;
(d) the Trustee may consult with counsel of its own selection and the advice of such counsel or any advice 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.reliance thereon;
(de) The the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request, order request or direction of any of the Holders of Debentures of any series pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall have offered to the Trustee security or indemnity or security satisfactory to the Trustee against any lossthe costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby.direction;
(ef) The 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, 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 examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense cost of the Company and shall incur no liability of any kind by reason of such inquiry or investigation).Company;
(fg) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.hereunder;
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of and shall not be charged with knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes Debentures and the this Indenture.; and
(ji) The the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitationbut not limited to, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agentagent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Prudential Financial Inc), Indenture (Prudential Financial Inc)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to (and, if requested, provided) the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for any punitive, special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (includingincluding lost profits), but not limited to, loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(iH) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee.
(I) The Trustee shall will not be deemed required to have notice give any bond or surety in respect of any Default the execution or Event performance of Default unless this Indenture or otherwise.
(J) Unless a Responsible Officer of the Trustee has actual knowledge thereof received notice from the Company that Additional Interest or unless written notice of any event which Special Interest is in fact such a default is received by a Responsible Officer of owing or, if applicable, accruing, on the Notes, the Trustee at the Corporate Trust Office of the Trusteemay assume that no Additional Interest or Special Interest, and such notice references the Notes and the Indentureas applicable, is payable or, if applicable, accruing.
(jK) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunderunder this Indenture, and each including as Note Agent, custodian and other Person employed to act hereunder.
(kL) The Trustee shall will not be required to give charged with knowledge of any bond document or surety in respect of agreement other than this Indenture and the performance of its powers and duties hereunderNotes.
(lM) The Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may request that conclusively rely, without investigation, on any information provided by the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureDepositary.
Appears in 2 contracts
Samples: Indenture (Air Transport Services Group, Inc.), Indenture (Freshpet, Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) the Trustee will 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, other evidence of indebtedness 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 will determine to make such further inquiry or investigation, it shall will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense sole cost of the Company and shall will incur no liability or additional 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(jI) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Chefs' Warehouse, Inc.), Indenture (Chefs' Warehouse, Inc.)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered to Holder has offered, and, if requested, provided, the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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, other evidence of indebtedness 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 and 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 reasonable expense of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office corporate trust office of the Trustee, and such notice references the Notes and the this Indenture.;
(jJ) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunderunder this Indenture.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lK) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(L) The permissive rights of the Trustee enumerated herein will not be construed as duties.
(M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.
(N) Neither the Trustee nor any Agent will have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Rights of the Trustee. Subject to TIA Section 315:
(a) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or partiesmatter stated in any such document.
(b) 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 resolution of the Board of Directors may be evidenced to Before the Trustee by a Board Resolution.
(c) acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(f) 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may that might be incurred therein by it in compliance with such request, order or therebydirection.
(eg) 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, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the CompanyCompany during normal business hours and upon reasonable notice, personally or by agent or attorney (at the reasonable expense sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fh) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys attorneys, and the Trustee shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by under this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the TrusteeTrustee from the Company or the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and the this Indenture.
(j) The Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder.
(k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agentagent, custodian Custodian and other Person employed to act hereunder.
(kl) The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty.
(m) The Trustee shall not be required to give responsible or liable for any bond failure or surety delay in respect of the performance of its powers obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and duties hereunderother military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.
(ln) The Anything in this Indenture notwithstanding, in no event shall the Trustee may request that be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Company deliver an Officer’s Certificate setting forth has been advised as to the names likelihood of individuals and/or titles such loss or damage and regardless of officers authorized at such time to take specified actions pursuant to this Indenturethe form of action.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Jarden Corp), First Supplemental Indenture (Jarden Corp)
Rights of the Trustee. Subject to Section 7.01:
(a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon security or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party Person. The Trustee need not investigate any fact or partiesmatter contained therein.
(b) Any request, direction, order or demand of the Company Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be is herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to . In addition, before the Trustee by a Board Resolution.
(c) acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and other Persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by Officers of the Issuer.
(f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(g) 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 discretion of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall have offered to the Trustee security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may might be incurred therein or thereby.
(eh) The Except for the confirmation of the Net Total Assets by the Mexican Trustee or as otherwise required pursuant to Section 7.01(b), neither the Trustee nor the Mexican 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 security or other paper or document, but document unless requested in writing to do so by the Trustee, Holders of not less than a majority in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, aggregate principal amount of the Notes then outstanding; provided that if the Trustee shall or the Mexican Trustee determine in its discretion to make any such further inquiry or investigation, it then they shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the CompanyIssuer, personally or by agent or attorney (at attorney, and the reasonable expense expenses of every such examination shall be paid by the Issuer or, if paid by the Trustee, the Mexican Trustee or any predecessor Trustee or Mexican Trustee, shall be reimbursed by the Issuer upon demand.
(i) The permissive rights of the Company Trustee or the Mexican Trustee to do things enumerated in this Indenture shall not be construed as a duty. The Trustee and the Mexican Trustee shall not be answerable for other than their respective negligence or willful misconduct.
(j) The Trustee shall not be responsible for the computation of any adjustment to the Conversion Rate or for any determination as to whether an adjustment is required and shall incur no liability not be deemed to have knowledge of any kind adjustment unless and until it shall have received the notice from the Issuer contemplated by reason of such inquiry or investigationSection 12.05(e).
(fk) The Trustee may execute shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01(a) or Section 6.01(b), or (ii) any Event of Default of which a Trust Officer of the trusts Trustee shall have received written notification or powers hereunder otherwise obtained actual knowledge.
(l) Whenever by the terms of this Indenture, the Trustee shall be required to transmit notices or perform reports to any duties hereunder either directly or all Holders, the Trustee shall be entitled to conclusively rely on the information provided by or through agents or attorneys the Registrar as to the names and addresses of the Holders as being correct. If the Registrar is other than the Trustee, the Trustee shall not be responsible for any misconduct or negligence on the part accuracy of any agent or attorney appointed by it with due care hereundersuch information.
(gm) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by (i) the Trustee in each of its capacities hereunder (including as Registrar and Conversion Agent); (ii) to each agent, custodian, and any other such Persons employed to act hereunder; and (iii) to the Mexican Trustee.
(n) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts or war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under the circumstances).
(o) The Trustee shall not be liable for any action taken, suffered, or omitted the Mexican Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to be taken by it in good faith and reasonably believed by it take specified actions pursuant to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(hp) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person.
(b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.
(d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Noteholders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.
(f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the aggregate Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees 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 CompanySecuritization Entities, personally or by agent or attorney (attorney, at the reasonable expense sole cost of the Company Co-Issuers and the Trustee 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The right of the Trustee to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence or willful misconduct for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indentureperformance of such act.
(h) In no event shall accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee be responsible will obtain, verify, and record information that identifies individuals or liable entities that establish a relationship or open an account with the Trustee. The Trustee will ask for specialthe name, indirectaddress, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether tax identification number and other information that will allow the Trustee has been advised to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of the likelihood of such loss incorporation, an offering memorandum, or damage and regardless of the form of actionother identifying documents to be provided.
(i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found at the Trustee’s secure website xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.
(j) The Trustee shall not be deemed to have notice of responsible or liable for any Default failure or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is delay in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (lhardware or software) The Trustee may request or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Company deliver an Officer’s Certificate setting forth Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenturecircumstances).
Appears in 2 contracts
Samples: Sixth Supplement to Amended and Restated Base Indenture (Dominos Pizza Inc), Base Indenture (Dominos Pizza Inc)
Rights of the Trustee. Except as otherwise provided in Section 7.01:
(a) The Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, judgment, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors Resolution may be evidenced to the Trustee by a Board Resolutioncopy thereof certified by the Secretary or an Assistant Secretary of the Company. 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 liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.
(c) The Trustee may consult with counsel and require an Opinion of its own selection 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 reliance on 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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, 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 in its reasonable judgment to make such further inquiry or investigation, it shall be entitled entitled, at a reasonable time on any Business Day after reasonable notice, to examine the books, records and premises of the Company, personally or by agent or attorney (at the reasonable 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 agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent agent, custodian, nominee or attorney appointed by it with due care hereunder, and the permissive rights of the Trustee enumerated herein shall not be construed as duties.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(kf) The Trustee shall not be required to give any bond or surety in respect of the performance execution of its the trusts and powers and duties hereunderunder this Indenture.
(lg) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default, unless written notice of any event which is in fact such a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is actually received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture and states that it is a notice of Default or Event of Default.
(i) Reserved.
Appears in 2 contracts
Samples: Indenture (Alnylam Pharmaceuticals, Inc.), Indenture (Alnylam Pharmaceuticals, Inc.)
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based 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 or facsimile form) believed by it in good faith to be genuine and to have been signed by or presented by the proper party or partiesperson.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with such advice or Opinion due care. The appointment of Counselagents (other than legal counsel) pursuant to this subsection (c) shall be subject to the prior consent of HVF, which consent shall not be unreasonably withheld.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders Noteholders, pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)or any Series Supplement, unless such Holders Noteholders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to the Trustee against any lossthe costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of a default by the Lessee, the Servicer, the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI or HVF (which has not been cured), to exercise such of the rights and powers vested in it by this Indenture or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(ef) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Trustee, Required Noteholders of any Series of Notes. If the Trustee is so requested by the Required Noteholders or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees 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 CompanyHVF, personally or by agent or attorney (attorney, at the reasonable expense sole cost of HVF and the Company and Trustee 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action takenlosses or liquidation penalties in connection with Permitted Investments, sufferedunless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct, negligence or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenturebad faith.
(h) In no event The Trustee shall not be liable for the acts or omissions of any successor to the Trustee be responsible so long as such acts or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but omissions were not limited to, loss of profit) irrespective of whether the Trustee has been advised result of the likelihood of such loss negligence, bad faith or damage and regardless willful misconduct of the form of actionpredecessor Trustee.
(i) The Trustee shall not be deemed required to have notice take any action pursuant to any request or direction of any Default HVF unless such request or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which direction is in fact such a default is received sufficiently evidenced by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the IndentureCompany Request or Company Order.
(j) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate.
(k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agentagent, custodian and other Person person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company HVF deliver an Officer’s Certificate incumbency certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which incumbency certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
Appears in 2 contracts
Samples: Base Indenture (Hertz Global Holdings Inc), Base Indenture (Hertz Corp)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, directionit may require, order or demand of the Company mentioned herein shall be sufficiently evidenced by and may conclusively rely on, an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have offered to Holder has offered, and if requested, provided, the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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 debenture, note, other evidence of indebtedness 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 and 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 reasonable expense of the Company and shall will incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which that is in fact such a default Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office corporate trust office of the TrusteeTrustee specified in Section 11.01, and such notice references the Notes and the Indenture.this Indenture and states that it is a “Notice of Default”;
(jJ) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, including its right to be indemnified, are extended to, and shall will be enforceable by, the Trustee in each of its capacities hereunderunder this Indenture, and each including as Note Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lK) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(L) The permissive right of the Trustee to take actions permitted by this Indenture will not be construed as an obligation or duty to do so.
(M) The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.
(N) Neither the Trustee nor any Note Agent will have any responsibility or liability for any actions taken or not taken by the Depositary.
(O) Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee will have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement has been provided to the Trustee.
Appears in 2 contracts
Samples: Indenture (Peloton Interactive, Inc.), Indenture (Coinbase Global, Inc.)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon security or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party person. The Trustee need not investigate any fact or partiesmatter contained therein.
(b) 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 resolution of the Board of Directors may be evidenced to . In addition, before the Trustee by a Board Resolution.
(c) acts or refrains from acting, it may require an Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of its own selection and such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys and agents and other persons not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence or willful misconduct which it believes to be authorized or within its discretion, rights or powers.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by two Officers of the Company.
(f) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(g) 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 holders of Notes pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall holders have offered to the Trustee security or indemnity or security satisfactory to it against the Trustee against any losscosts, expenses and liabilities which may might be incurred therein or thereby.
(eh) 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 security or other paper or documentdocument unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Notes then outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, provided that if the Trustee shall determine determines in its discretion to make any such further inquiry or investigation, then it shall be entitled entitled, upon reasonable prior notice and during normal business hours, to examine the books, books and records and the premises of the Company, personally or by agent or attorney (at attorney, and the reasonable expense expenses of every such examination shall be paid by the Company and or, if paid by the Trustee or any predecessor Trustee, shall incur no liability of any kind be reimbursed by reason of such inquiry or investigation)the Company upon demand.
(fi) The Trustee may execute any permissive rights of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be responsible answerable for any misconduct other than its gross negligence or negligence on the part of any agent or attorney appointed by it with due care hereunderwillful misconduct.
(gj) The Trustee shall not be liable responsible for the computation of any adjustment to the Conversion Price of the Notes or for any action taken, suffered, or omitted determination as to be taken by it in good faith whether an adjustment is required and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice knowledge of any Default or Event of Default unless a Responsible Officer of adjustment until it shall have received the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that from the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenturecontemplated by Section 12.5(j).
Appears in 2 contracts
Samples: Indenture (Agere Systems Inc), Indenture (Agere Systems Inc)
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent or attorney appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will not be deemed to have notice or knowledge of any Default or Event of Default unless written notice of any event that is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
(I) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, including as Note Agents, and each agent, custodian and other Person employed to act hereunder.
(J) The permissive rights of the Trustee to take certain actions under this Indenture will not be construed as a duty unless so specified in this Indenture.
(K) The Trustee is not 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, other evidence of indebtedness 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 determines to make such further inquiry or investigation, it shall will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense sole cost of the Company Company, and shall will incur no liability of any kind by reason of such inquiry or investigation).
(fL) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall will not be required to give any bond or surety in respect of the performance of its powers and duties hereunderunder this Indenture.
(lM) The Trustee may request that the Company deliver an Officer’s Certificate a certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Winnebago Industries Inc), Indenture (Winnebago Industries Inc)
Rights of the Trustee. (a) The Whenever in the administration of the Plan a certification or direction is required to be given to the Trustee, or the Trustee deems it necessary that a matter be proved prior to taking, suffering or omitting any action hereunder, such certification or direction shall be fully made, or such matter may be deemed to be conclusively proved, by delivery to the Trustee of an instrument signed either:
(1) in the name of the Company by an officer of the Company; or
(2) unless the matter concerns the authority of the Committee, in the name of the Committee by a member of the Committee;
(3) and the Trustee may conclusively reasonably rely and upon such instrument to the extent permitted by ERISA. Notwithstanding the foregoing, the Trustee may in its sole discretion accept such other evidence of a matter or require such further evidence as may seem reasonable to it, in lieu of such instrument. Generally, to the extent permitted by ERISA, the Trustee shall be protected in acting upon any notice, resolution, order, certificate, statement, instrument, opinion, reporttelegram, notice, request, consent, order, bond, debenture, note, coupon letter or other paper or document (whether in its original or facsimile form) reasonably believed by it in good faith the Trustee to be genuine and to have been signed or presented by the proper party or parties, and may act thereon without notice to a Participant or Beneficiary and without considering the rights of any Participant or Beneficiary.
(b) Any request, direction, order The Trustee may consult with legal counsel (who may be counsel for the Committee or demand the Company) with respect to the construction of the Company mentioned herein Plan or this Trust Agreement or its duties thereunder, or with respect to any legal proceeding or any question of law, and shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced fully protected to the Trustee extent permitted by a Board ResolutionERISA with respect to any action it takes or omits in good faith upon the advice of such counsel.
(c) The Trustee may consult with counsel of its own selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect provided with specimen signatures of any action taken or omitted by it hereunder the current members of the Committee. The Trustee shall be entitled to rely in good faith and in accordance with upon any directions signed by a majority of the members of the Committee or their appointed delegate, and, to the extent permitted by ERISA, shall incur no liability for following such advice or Opinion of Counseldirections.
(d) The Trustee shall be under no obligation to exercise any may accept communications by photostatic teletransmissions with duplicate or facsimile signatures as a delivery of such communications in writing until notified in writing by the rights or powers vested in it by this Indenture at Committee that the request, order or direction use of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which may be incurred therein or therebydevices is not longer authorized.
(e) The Trustee shall not be bound Until advised to make any investigation into the facts or matters stated in any resolutioncontrary by the Company, 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 assume that the Trust is exempt from all Federal, State, and local income taxes, and may act in accordance with that assumption. If the whole or any part of the Trust Fund, or the proceeds thereof, becomes liable for the payment of any estate, inheritance, income or other tax, charge or assessment which the Trustee is required to pay, the Trustee shall have full power and authority to pay such tax, charge or assessment out of any money or other property in its hand for the account of the person whose interests hereunder are so liable, but at least 10 days prior to the making of any such payment the Trustee must mail notice to the Committee of its intention to make such further inquiry payment. Prior to making any transfers or investigation, it shall be entitled to examine the books, records and premises distributions of the Company, personally or by agent or attorney (at the reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised proceeds of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable byFund, the Trustee in each of its capacities hereundermay require such releases or other documents from any lawful taxing authority and may require such indemnity from any payee or distributee, and each Agent, custodian and other Person employed to act hereunderas it deems necessary.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security and/or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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 determines to make such further inquiry or investigation, it shall will be entitled entitled, at a reasonable time on any Business Day after reasonable notice, to examine the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall will incur no liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute will not be required to give any bond or surety in respect of the trusts or powers hereunder or perform any execution of the trusts, powers, and duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by under this Indenture.
(hJ) In no event shall The permissive rights of the Trustee enumerated herein will not be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionconstrued as duties.
(iK) Delivery of reports and documents to the Trustee under this Indenture are for informational purposes only, and the Trustee’s receipt of such reports and documents will not constitute constructive notice of any information contained therein or determinable from information contained therein.
(L) The Trustee shall may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(M) The Trustee will not be deemed to have notice of any Default or Event of Default unless (except in the case of a Responsible Officer Default or Event of Default in payment of scheduled principal of, or the Trustee has actual knowledge thereof Redemption Price or Fundamental Change Repurchase Price for, or any Special Interest on, any Note) unless written notice of any event which that is in fact such a default Default or Event of Default (and stating the occurrence of a Default or Event of Default) is received by the a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable byNotes, the Trustee in each of its capacities hereunder, Company and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (Haemonetics Corp)
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Up MacroShares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Up Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor, the Administrative Agent or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureUp Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agent with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person, and the Trustee need not investigate any fact or partiesmatter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel counsel; and the written advice of its own selection and such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which liability or expense that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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 reasonably see fit, and, if the Trustee shall determine determines to make such further inquiry or investigation, it shall will be entitled entitled, at a reasonable time on any Business Day after reasonable notice, to examine the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall will incur no liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute will not be required to give any bond or surety in respect of the trusts or powers hereunder or perform any execution of the trusts, powers, and duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by under this Indenture.
(hJ) In no event shall The permissive rights of the Trustee enumerated herein will not be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionconstrued as duties.
(iK) Delivery of reports and documents to the Trustee under this Indenture are for informational purposes only, and the Trustee’s receipt of such reports and documents will not constitute constructive notice of any information contained therein or determinable from information contained therein.
(L) The Trustee shall will not be deemed to have notice of any Default or Event of Default unless (except in the case of a Responsible Officer Default or Event of Default in payment of scheduled principal of, or the Trustee has actual knowledge thereof Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Note) unless written notice of any event which that is in fact such a default Default or Event of Default (and stating the occurrence of a Default or Event of Default) is received by the a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable byNotes, the Trustee in each of its capacities hereunder, Company and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (Zogenix, Inc.)
Rights of the Trustee. Subject to Section 7.1:
(a) The the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document (whether in its original or facsimile form) reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.;
(b) Any request, direction, order any request or demand direction of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate a Company Order (unless in each case, other evidence in respect thereof than delivery of any Debenture to the Trustee for authentication and delivery pursuant to Section 2.3, which shall be herein specifically prescribed); sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced to the Trustee by a Board Resolution.;
(c) The whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, conclusively rely upon an Officers' Certificate;
(d) the Trustee may consult with counsel of its own selection and the advice of such counsel or any advice 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.reliance thereon;
(de) The the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request, order request or direction of any of the Holders of Debentures of any series pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall have offered to the Trustee security or indemnity or security satisfactory to the Trustee against any lossthe costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby.direction;
(ef) The 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, 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 examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense cost of the Company and shall incur no liability of any kind by reason of such inquiry or investigation).Company;
(fg) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.hereunder;
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Responsible Officer with respect to Debentures of the any series for which it is acting as Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default the Default or Event of Default, as the case may be, is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the TrusteeTrustee from the Company, any other obligor upon such Debentures or by any Holder of such Debentures, and such notice references the Notes Debentures and the this Indenture.;
(ji) The the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitationbut not limited to, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agentagent, custodian and other Person employed to act hereunder.;
(kj) The Trustee shall not be required liable for any action, suffered or omitted by it in good faith and believed by it to give any bond be authorized or surety within the discretion or rights or power conferred upon it by this Indenture, unless it shall be proved that the Trustee was negligent in respect of ascertaining the performance of its powers and duties hereunder.pertinent facts; and
(lk) The Trustee may request that the Company deliver an Officer’s Certificate 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, which certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
Appears in 1 contract
Samples: Indenture (Anthem Inc)
Rights of the Trustee. Except as otherwise provided in Section 8.1:
(a) The Trustee may conclusively rely on and shall be protected in acting upon on, or in refraining from acting in accord with, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond, debenture, note, coupon note or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented to it pursuant to any Pooling and Servicing Agreement by the proper party or parties.;
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection (at the Company's expense) and any advice or Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.;
(dc) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture any Pooling and Servicing Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders Holders, pursuant to the provisions of this Indenture (including upon the occurrence any Pooling and during the continuance of an Event of Default)Servicing Agreement, unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to against the Trustee against any losscosts, expenses and liabilities which may be incurred therein or thereby.; PROVIDED, HOWEVER, that nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Default or Early Amortization Event (which the Trustee has written notice thereof and which has not been cured), to exercise such of the rights and powers vested in it by any Pooling and Servicing Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. The right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or wilful misconduct in the performance of any such act;
(d) The Trustee shall not be personally 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 any Pooling and Servicing Agreement; PROVIDED that the Trustee shall be liable for its negligence or willful misconduct;
(e) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, direction, consent, order, approval, bond, debenture note or other paper or document, but or to recompute the Trusteeamount of any allocations or distributions contained in any direction from the Servicer provided for under the Agreement, unless requested in its discretionwriting so to do by the holders of Investor Certificates evidencing Fractional Undivided Interests aggregating more than 10% of the Invested Amount of any Series which could be adversely affected if the Trustee does not perform such acts; PROVIDED, may HOWEVER, that such holders of Investor Certificates shall reimburse the Trustee for any expense resulting from any such investigation requested by them to the extent the Trustee is not otherwise reimbursed hereunder; PROVIDED, FURTHER, that the Trustee shall be entitled to make such further inquiry or investigation into such facts or matters as it may reasonably see fit, and, 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 (attorney, at the reasonable sole cost and expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation).Company;
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through affiliates, agents or attorneys or a custodian or nominee, and the Trustee shall not be responsible for any misconduct or negligence on the part of of, or for the supervision of, any agent such affiliate, agent, attorney, custodian or attorney nominee appointed by it with due care by it hereunder.;
(g) The Trustee shall not be liable required to make any initial or periodic examination of any documents or records related to the Receivables for the purpose of establishing the presence or absence of defects, the compliance by the Company with its representations and warranties or for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.other purpose;
(h) In the event that the Trustee is also acting as Paying Agent or Transfer Agent and Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article VIII shall also be afforded to such Paying Agent or Transfer Agent and Registrar;
(i) The Trustee shall not be required to give any bond or surety in respect of the execution of the Trust created hereby or the powers granted hereunder;
(j) The Trustee shall not in any way be liable by reason of any insufficiency in any Account held by Trustee unless it is determined by a court of competent jurisdiction that the Trustee's negligence or willful misconduct was the primary cause of such insufficiency;
(k) The Trustee shall not in any way be liable by reason of any insufficiency in the Collateral Account resulting from any investment loss on any Eligible Investment invested pursuant to Section 3.1(c) of this Agreement; and
(l) Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be responsible or liable for special, indirect, indirect or consequential or punitive loss or damage of any kind whatsoever (including, including but not limited toto lost profits), loss of profit) irrespective of whether even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person.
(b) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.
(d) The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of negligence which it in good faith believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Noteholders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.
(f) Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but unless requested in writing so to do by the Trustee, Noteholders of at least 25% of the aggregate Outstanding Principal Amount of all then Outstanding Notes. If the Trustee is so requested or determines in its discretion, may own discretion to make such further inquiry or investigation into such facts or matters as it may see sees 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 CompanySecuritization Entities, personally or by agent or attorney (attorney, at the reasonable expense sole cost of the Company Master Issuer and the Trustee shall incur no liability of any kind by reason of such inquiry or investigation.
(g) The right of the Trustee to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence or willful misconduct for the performance of such act.
(h) In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.
(i) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process.
(j) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).
(fk) The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder.
(l) All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee. Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.5, be distributed in accordance with the Priority of Payments.
(m) The Trustee may execute request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act.
(n) Any request or direction of the trusts Master Issuer mentioned herein shall be sufficiently evidenced by a Company Order.
(o) Whenever in the administration of the Indenture the Trustee shall deem it desirable that a matter be proved or powers hereunder established prior to taking, suffering or perform omitting any duties hereunder either directly action hereunder, the Trustee may, in the absence of bad faith, gross negligence or by willful misconduct on its part, rely upon an Officer’s Certificate of the Master Issuer, the Manager or through agents or attorneys the Servicer and the shall incur no liability for its reliance thereon.
(p) The Trustee shall not be responsible for the accuracy of the books or records of, or for any misconduct acts or negligence on omissions of, DTC, any transfer agent (other than the part of Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent or attorney appointed by it with due care hereunderor any Paying Agent (other than the Trustee itself acting in that capacity).
(gq) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Trustee does not guarantee the performance of any Eligible Investments.
(r) The Trustee shall not be liable for have no obligation to invest and reinvest any action taken, suffered, cash held in the absence of timely and specific written investment direction from the Servicer or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) Master Issuer. In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Master Issuer to provide timely written investment direction.
(s) The Trustee shall have no obligation to calculate nor shall it be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised calculation of the likelihood of such loss DSCR, New Series Pro Forma DSCR or damage and regardless of the form of actionInterest Only DSCR.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(jt) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee Trustee, in each of case, with respect to its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder.
(ku) The Trustee shall be afforded, in each Related Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Related Document.
(v) For any purpose under the Related Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them.
(w) The Trustee shall not have any responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of an engagement of Independent Auditors by the Master Issuer (or the Manager on behalf of the Master Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided, however, that the Trustee shall be authorized, upon receipt of a Company Order directing the same, to execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the reports or instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Master Issuer had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Master Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Auditors (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to give execute any bond or surety agreement in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request Independent Auditors that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this IndentureTrustee reasonably determines adversely affects it.
Appears in 1 contract
Rights of the Trustee. Subject to Section 7.1:
(a) The the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document (whether in its original or facsimile form) reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.;
(b) Any request, direction, order any request or demand direction of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate a Company Order (unless in each case, other evidence in respect thereof than delivery of any Debenture to the Trustee for authentication and delivery pursuant to Section 2.3, which shall be herein specifically prescribed); sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced to the Trustee by a Board Resolution.;
(c) The whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, conclusively rely upon an Officer's Certificate;
(d) the Trustee may consult with counsel of its own selection and the advice of such counsel or any advice 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.reliance thereon;
(de) The the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request, order request or direction of any of the Holders of Debentures of any series pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall have offered to the Trustee security or indemnity or security satisfactory to the Trustee against any lossthe costs, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby.direction;
(ef) The 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, 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 examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense cost of the Company and shall incur no liability of any kind by reason of such inquiry or investigation).Company;
(fg) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.hereunder;
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes Debentures and the this Indenture.; and
(ji) The the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitationbut not limited to, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agentagent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (Anthem Inc)
Rights of the Trustee. (a) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 debenture, note, other evidence of indebtedness, electronic communication or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the 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 its agent or attorney (at the reasonable expense sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fb) 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 liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be deemed full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or act through agents or its attorneys and the Trustee agents and shall not be responsible for any the misconduct or negligence on the part of any agent or attorney appointed by it with due care hereundercare.
(gd) The Trustee shall not be liable for any action taken, suffered, it takes or omitted omits to be taken by it take in good faith and reasonably believed by that it believes to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(he) In no event Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised sufficient if signed by an Officer of the likelihood of such loss or damage and regardless of the form of actionCompany.
(if) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if an indemnity satisfactory to it against such risk or liability is not assured to it.
(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenturethis Indenture and state it is a notice of Default or Event of Default.
(jh) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee Trustee, in each of its capacities hereunder, and each Agentagent, custodian and other Person employed to act hereunder, including the Second Lien Collateral Agent and the Agents.
(j) The Trustee may request that the Company and any Guarantor deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person specified as so authorized in any certificate previously delivered and not superseded.
(k) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(lm) The Company will be responsible for making calculations called for under the Notes, including, but not limited to, determination of redemption price, premium, if any, and any other amounts payable on the Notes. The Issuers will make the calculations in good faith and, absent manifest error, their calculations will be final and binding on the Holders of the Notes. The Company will provide a schedule of their calculations to the Trustee, upon request, when applicable, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification.
(n) The Trustee may request that shall not be responsible for, nor chargeable with, knowledge of the terms and conditions of any agreement to which it is not a party, whether or not an original or a copy of such agreement has been provided to the Trustee.
(o) The Trustee shall be under no obligation to effect or maintain insurance or to renew any policies of insurance or to inquire as to the sufficiency of any policies of insurance carried by the Company deliver or any Guarantor, or to report, or make or file claims or proof of loss for, any loss or damage insured against or that may occur, or to keep itself informed or advised as to the payment of any taxes or assessments, or to require any such payment to be made.
(p) Neither the Trustee nor the Notes Collateral Agent shall be liable for any amount in excess of the value of the Collateral held by it.
(q) Notwithstanding anything to the contrary set forth herein, in no event shall the Trustee or the Paying Agent be liable for interest on any money received by it (including, but not limited to, any negative interest) except as the Trustee or the Paying Agent may otherwise agree in writing with the Issuers. In the event that market conditions are such that negative interest applies to amounts deposited with the Trustee or the Paying Agent, the Company shall be responsible for the payment of such interest and the Trustee or the Paying Agent shall be entitled to deduct from amounts on deposit with it an Officer’s Certificate setting forth amount necessary to pay such negative interest. For the names avoidance of individuals and/or titles doubt, the compensation, reimbursement and indemnification protections afforded to the Trustee and the Paying Agent under Section 7.07 of officers authorized at such time to take specified actions pursuant to this IndentureIndenture shall cover any interest-related expenses incurred by the Trustee or the Paying Agent in the performance of their duties hereunder.
Appears in 1 contract
Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based 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 or facsimile form) believed by it in good faith to be genuine and to have been signed by or presented by the proper party or partiesperson.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and the advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders Noteholders, pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)or any Series Supplement, unless such Holders Noteholders shall have offered to the Trustee security or indemnity or security satisfactory to the Trustee against any lossthe costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of a default by any Lessee or the Issuer (which has not been cured), to exercise such of the rights and powers vested in it by this Indenture or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(ef) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, unless requested in writing so to do by the Required Noteholders of any Series which could be adversely affected if the Trustee does not perform such acts, 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 reasonable expense sole cost of the Company Issuer and shall incur no liability or additional 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action takenlosses or liquidation penalties in connection with Permitted Investments, suffered, unless such losses or omitted to be taken by it in good faith and reasonably believed by it to be authorized liquidation penalties were incurred through the Trustee’s own willful misconduct or within the discretion or rights or powers conferred upon it by this Indenturenegligence.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice liable for the acts or omissions of any Default successor to the Trustee so long as such acts or Event of Default unless a Responsible Officer omissions were not the result of the Trustee has actual knowledge thereof negligence, bad faith or unless written notice of any event which is in fact such a default is received by a Responsible Officer willful misconduct of the Trustee at the Corporate Trust Office of the predecessor Trustee, and such notice references the Notes and the Indenture.
(ji) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agentagent, custodian and other Person employed to act hereunder.
(j) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(k) The In no event shall the Trustee shall not be required to give responsible or liable for any bond failure or surety delay in respect of the performance of its powers and duties hereunderobligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Rights of the Trustee. (aA) The Trustee may conclusively rely and shall be protected in acting upon on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, coupon other evidence of Indebtedness or other paper or document (whether in its original or facsimile form) believed by that it in good faith believes to be genuine and to have been signed or presented by the proper party Person or partiesPersons, and the Trustee need not investigate any fact or matter stated in such document.
(bB) Any requestBefore the Trustee acts or refrains from acting, directionit may require and, order or demand of the Company mentioned herein if requested, shall be sufficiently evidenced by receive an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution or Opinion of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Counsel. The Trustee may consult with counsel of its own selection selection, the costs and expenses of which shall be borne by the Company; and the advice of such counsel, or any advice or Opinion of Counsel shall be Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.
(C) The Trustee may act through its attorneys and protection in respect agents and will not be responsible for the acts, omissions, misconduct or negligence of any such agent appointed with due care.
(D) The Trustee will not be liable for any action taken it takes or omitted by it hereunder omits to take in good faith and that it believes to be authorized or within the rights or powers vested in accordance with such advice or Opinion of Counselit by this Indenture.
(dE) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.
(F) The Trustee shall be under no obligation to need not exercise any of the rights or powers vested in it by this Indenture at the request, order request or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), Holder unless such Holders shall have Holder has offered to the Trustee security or indemnity or security satisfactory to the Trustee against any losslosses, liabilities, costs and expenses (including, but not limited to, attorneys’ fees and liabilities which expenses) that it may be incurred therein incur in complying with such request or therebydirection.
(eG) The Trustee shall will not be responsible or liable for any punitive, special, indirect, incidental or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(H) The Trustee will 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 fit and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall will incur no liability of any kind by reason of such inquiry or investigation).
(fI) The Trustee may execute will not be required to give any bond or surety in respect of the trusts or powers hereunder or perform any execution of the trusts, powers, and duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by under this Indenture.
(hJ) In no event shall The permissive rights of the Trustee enumerated herein will not be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the construed as duties. The Trustee has been advised of the likelihood of undertakes to perform such loss or damage duties and regardless of the form of actiononly such duties as are specifically and expressly set forth in this Indenture.
(iK) The Trustee shall may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(L) The Trustee will not be deemed to have notice of any Default or Event of Default unless (except in the case of a Responsible Officer Default or Event of Default in payment of scheduled principal of, or the Trustee has actual knowledge thereof Redemption Price or Repurchase Price for, or interest on, any Note) unless written notice of any event which that is in fact such a default Default or Event of Default (and stating the occurrence of a Default or Event of Default) is actually received by the a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes Notes, the Company and the Indenturethis Indenture and states that it is a notice of Default or Event of Default.
(jM) The rights, privileges, protections, immunities and benefits given It shall not be the duty of the Trustee to see that any duties or obligations imposed herein upon the Trustee, including, without limitation, its right to be indemnified, Company or other Persons are extended toperformed, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give any bond liable or surety in respect responsible for the failure of the performance Company or such other Persons to perform any act required of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to them by this Indenture.
Appears in 1 contract
Samples: Indenture (TH International LTD)
Rights of the Trustee. Except as otherwise provided by Section 11.1:
(a) The Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon and in accord with, without any duty to verify the contents or recompute any calculations therein, any document (whether in its original or facsimile form), including the Monthly Servicer Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the Monthly Statement, any resolution. Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document, believed by it to be genuine and to have been signed by or presented by the proper Person. Without limiting the Trustee’s obligations to examine pursuant to Section 11.1(b)(ii), the Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, the Trustee may require an Officer’s Certificate or an Opinion of Counsel or consult with counsel of its selection and the Officer’s Certificate or the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, custodians and nominees and the Trustee shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent or attorneys, custodian or nominee so long as such agent, custodian or nominee is appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture or any Series Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders or Certificateholders, pursuant to the provisions of this Base Indenture or any Series Supplement, unless such Noteholders or Certificateholders shall have offered to the Trustee security or indemnity satisfactory to the Trustee (in its sole discretion) against the costs, expenses (including attorneys’ fees and expenses) and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of an Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Base Indenture or any Series Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(f) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon bond or other paper or document (whether including, the Monthly Servicer’s Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee or the Monthly Statement), unless requested in its original writing so to do by the Holders of Notes evidencing not less than 25% of the aggregate outstanding principal balance or facsimile form) believed par value of Notes of any Series, but the Trustee may, but is not obligated to, 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 Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) Any requestmaking of such investigation is, direction, order or demand in the opinion 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 resolution of the Board of Directors may be evidenced Trustee, not assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such cost, expense or liability as a Board Resolutioncondition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request.
(c) The Trustee may consult with counsel of its own selection and any advice 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.
(dg) The Trustee shall have no liability for the selection of Permitted Investments and shall not be under liable for any losses or liquidation penalties in connection with Permitted Investments, unless such losses or liquidation penalties were incurred through the Trustee’s own willful misconduct or negligence. The Trustee shall have no obligation to exercise invest or reinvest any of amounts except as directed by the rights Issuer (or powers vested the initial Servicer) in it by accordance with this Indenture. Notwithstanding the foregoing, if the initial Servicer is removed or replaced, the selected Permitted Investment for investment or reinvestment as provided in this Indenture at shall be as in effect on the request, order date of such removal or direction replacement.
(h) The Trustee shall not be liable for the acts or omissions of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered successor to the Trustee indemnity so long as such acts or security satisfactory to omissions were not the Trustee against any lossresult of the negligence, expenses and liabilities which may be incurred therein bad faith or therebywillful misconduct of the predecessor Trustee.
(ei) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee (a) in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder and (b) in each document to which it is a party whether or not specifically set forth herein.
(j) Except as may be required by Sections 11.1(b)(ii), 11.1(i), 11.2(a) and 11.2(f), the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Trust Estate for the purpose of establishing the presence or absence of defects, the compliance by the Seller, the Parent or the Servicer with their respective representations and warranties or for any other purpose.
(k) Without limiting the Trustee’s obligation to examine pursuant to Section 11.1(b)(ii), the Trustee shall not be bound to make any investigation into (i) the facts performance or matters stated observance by the Issuer, any Servicer or any other Person of any of the covenants, agreements or other terms or conditions set forth in this Indenture or in any resolutionrelated document, certificate(ii) the occurrence of any default, statementor the validity, instrumentenforceability, opinioneffectiveness or genuineness of this Indenture, reportany related document or any other agreement, noticeinstrument or document, request(iii) the creation, directionperfection or priority of any Lien purported to be created by this Indenture or any related document, consent, order, bond, debenture (iv) the value or other paper the sufficiency of any collateral or (v) the satisfaction of any condition set forth in this Indenture or any related 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 or any Servicer, personally or by agent or attorney (at the reasonable expense of the Company attorney, 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 or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(hl) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether ), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(im) The Trustee shall not be deemed may, from time to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trusteetime, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company Issuer and any other applicable party deliver an Officer’s Certificate a certificate (upon which the Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers; provided, however, that from time to time, the Issuer or such other applicable party may, by delivering to the Trustee a revised certificate, change the information previously provided by it pursuant to the Indenture, but the Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate.
(n) The right of the Trustee to perform any discretionary act enumerated in this Indenture or any related document shall not be construed as a duty.
(o) Except for notices, reports and other documents expressly required to be furnished to the Holders by the Trustee hereunder, the Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuer, the servicer or any other parties to any related documents which may come into the possession of the Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact.
(p) If the Trustee requests instructions from the Issuer or the Holders with respect to any action or omission in connection with this Indenture, the Trustee shall be entitled (without incurring any liability therefor) to refrain from taking such action and continue to refrain from acting unless and until the Trustee shall have received written instructions from the Issuer or the Holders, as applicable, with respect to such request.
(q) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law.
(r) In no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture or any related documents because of circumstances beyond the Trustee’s control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Indenture or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether or not of the same class or kind as specified above.
(s) The Trustee shall not be liable for failing to comply with its obligations under this Indenture in so far as the performance of such obligations is dependent upon the timely receipt of instructions and/or other information from any other Person which are not received or not received by the time required.
(t) The Trustee shall be fully justified in failing or refusing to take any action under this Indenture or any other related document if such action (A) would, in the reasonable opinion of the Trustee, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable Law, this Indenture or any other related document, or (B) is not provided for in the Indenture or any other related document.
(u) The Trustee shall not be required to take any action under this Indenture or any related document if taking such action (A) would subject the Trustee to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Trustee to qualify to do business in any jurisdiction where it is not then so qualified.
Appears in 1 contract
Rights of the Trustee. (a) Except as otherwise provided by Section 11.1:
(i) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document believed by it to be genuine and to have been signed by or presented by the proper person.
(ii) The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(iii) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care.
(iv) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture or any other Security Agreement.
(v) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Noteholders, pursuant to the provisions of the Indenture, unless the Trustee shall have been offered reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby or shall have reasonable grounds to believe that repayment of such costs, expenses and liabilities is not reasonably assured to it.
(vi) The Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond or other paper or document, but unless requested in writing so to do by 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 reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Required Noteholders.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(gvii) The Trustee shall not be liable for any action taken, suffered, losses or omitted liquidation penalties in connection with Permitted Investments (other than as an obligor with respect to be taken by it in good faith and reasonably believed by it to be authorized or within any Permitted Investments for which the discretion or rights or powers conferred upon it by this Indentureinstitution acting as Trustee is an obligor).
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(ib) The Trustee shall not be deemed to have notice liable for the acts or omissions of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given successor to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture Agreement (Amerco /Nv/)
Rights of the Trustee. (a) The All money Proceeds received by the Trustee may conclusively rely hereunder shall be deposited with the Trustee under the Indenture for the benefit of the Holders of the Senior Secured Notes. All Proceeds while held by the Trustee (or by the Pledgor in trust for the Trustee) shall continue to be held as collateral security for all the Obligations and shall be protected not constitute payment thereof until applied as provided 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or partiesparagraph 9(a).
(b) Any request, direction, order or demand If an Event of Default shall occur and be continuing and the Company mentioned herein Trustee shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution give notice of the Board of Directors may be evidenced its intent to exercise such rights to the Pledgor, (1) the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection shall have the right to receive any and any advice or Opinion of Counsel shall be full and complete authorization and protection all cash dividends paid in respect of the Pledged Stock and make application thereof to the Obligations in such order as the Trustee may determine, and (2) all shares of the Pledged Stock shall be registered in the name of the Trustee or its nominee, and the Trustee or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any action taken meeting of shareholders of the Stock Issuer or omitted otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Stock Issuer, or upon the exercise by it hereunder in good faith the Pledgor or the Trustee of any right, privilege or option pertaining to such shares of the Pledged Stock, and in accordance connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such advice or Opinion of Counsel.
(d) The terms and conditions as the Trustee may determine), all without liability except to account for property actually received by it, but the Trustee shall be under have no obligation duty to the Pledgor to exercise any of the rights such right, privilege 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 (including upon the occurrence option and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 reasonable 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 or attorneys and the Trustee shall not be responsible for any misconduct failure to do so or negligence on the part of any agent or attorney appointed by it with due care hereunderdelay in so doing.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Rights of the Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting acting, or in refraining from acting, in accord with any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented to it pursuant to this Trust Agreement by the proper party or parties.
(b) The Trustee may consult with 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, suffered or omitted hereunder by the Trustee in good faith and in accordance with such advice or Opinion of Counsel.
(c) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement or to institute, conduct or defend any litigation in relation to this Trust Agreement at the request, order or direction of any of the Holders of the Up-MACRO Holding Shares pursuant to the provisions of this Trust Agreement unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
(d) Subject to Section 13.1(c) hereof, the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Trust Agreement.
(e) The Trustee shall not be bound to make any investigation into the accuracy of any assertions of facts made in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bondapproval, debentureappraisal, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and any advice 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 bond 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 unless the Trustee shall determine has actual knowledge that any such assertion is incorrect or unless requested in writing to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises do so by Holders evidencing more than 25% of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation)Up-MACRO Aggregate Par Amount.
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder that are customarily executed or performed by agents, custodians, nominees or attorneys under like circumstances, either directly or by or through agents agents, custodians, nominees or attorneys attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken selected by it in good faith and reasonably believed by it with due care (other than an agent or attorney that is an Affiliate of the Trustee); furthermore, the Trustee shall be under no obligation to be authorized monitor, and shall assume no personal liability for, the actions of the Depositor or within any other Person in connection with their duties under this Trust Agreement or in connection with the discretion or rights or powers conferred upon it by this IndentureUp-MACRO Holding Trust generally.
(hg) In no event shall the Trustee Except as may be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profitrequired by Section 13.1(b) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable bySection 13.12, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.
(k) The Trustee shall not be required to give make any bond initial or surety in respect periodic examination of any documents or records for the performance purpose of its powers establishing the presence or absence of defects, the compliance by the Depositor, the Administrative Agent or the Marketing Agents with their respective representations and duties hereunderwarranties or for any other purpose.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
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Rights of the Trustee. Except as otherwise provided by Section 10.1:
(a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting based 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or partiesperson.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) The Trustee may consult with counsel of its own selection and the written advice of such counsel or any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken taken, suffered or omitted by it hereunder in good faith and in accordance reliance thereon.
(c) The Trustee may act through agents, custodians and nominees appointed with such advice or Opinion of Counseldue care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by the Indenture.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any Supplement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders Noteholders, pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)or any Supplement, unless such Holders Noteholders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to the Trustee against any lossthe costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of a default by the Servicer or NFLP (which has not been cured), to exercise such of the rights and powers vested in it by this Indenture or any Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(ef) The Trustee shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing so to do by the Required Noteholders of any Series which could be adversely affected if the Trustee does not perform such acts; provided, however, that within two Business Days of its receipt of any Monthly Certificate, the Trustee shall verify the mathematical computations contained therein on the form attached hereto as Exhibit E, based solely on the information and amounts received, and calculations required to be made, by the Trustee pursuant to the Indenture, and shall notify the Servicer and each of the Rating Agencies of the accuracy of such computations or of any discrepancies therein, provided that the rounding of numbers will not constitute a discrepancy, whereupon the Servicer shall deliver to the Rating Agencies within 5 Business Days thereafter a certificate describing the nature and cause of any such discrepancies and the action that the Servicer proposes to take with respect thereto. Concurrently with its notice to each of the Rating Agencies referred to above, the Trustee shall provide the Rating Agencies with a certificate, signed by an authorized officer of the Trustee, in its discretion, may make such further inquiry disclosing whether or investigation into such facts or matters as it may see fit, not the Trustee has actual knowledge of any Amortization Event (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 reasonable expense of the Company and shall incur no liability does have actual knowledge of any kind by reason Amortization Event, specifying the nature of such inquiry or investigationthat event).
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.
(g) The Trustee shall not be liable for any action takenlosses or liquidation penalties in connection with Permitted Investments, sufferedunless such losses or liquidation penalties were incurred through the Trustee's own willful misconduct, negligence or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenturebad faith.
(h) In no event The Trustee shall have the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (includingright, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of obligation to file or record any document or instrument necessary or advisable to evidence the likelihood of such loss or damage and regardless of security interest in the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions Collateral granted pursuant to this Indenture.
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Rights of the Trustee. (a) The Trustee may conclusively rely and shall be 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 or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
(b) 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 resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.
(c) Person. The Trustee may consult with counsel of its own selection and need not investigate any advice fact 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 (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, 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 matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or the 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 and its Restricted Subsidiaries, personally or by agent or attorney (at the reasonable expense sole cost of the Company Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation).
(fb) 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 liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or act through agents or its attorneys and the Trustee agents and shall not be responsible for any the misconduct or negligence on the part of any agent or attorney appointed by it with due care care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.
(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if an indemnity and/or security satisfactory to it against such risk or liability is not assured to it.
(g) The Trustee shall not be liable for deemed to have notice of any action takenDefault or Event of Default unless written notice of any event which is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office, sufferedand such notice references the Notes, or omitted to be taken by it in good faith the Issuer and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnifiedindemnified and to resign, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the Collateral Trustee and each Agent, custodian and other Person employed to act hereunder.
(j) [reserved].
(k) Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(l) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified herein.
(m) 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, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Notes at the time outstanding, 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 Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation.
(n) The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(o) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; loss or malfunction of utilities, computer (hardware or software) or communication services; strikes or similar labor disputes; and acts of civil or military authorities and governmental action.
(p) The Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article 4 or to make any calculation in connection therewith or in connection with any redemption of the Notes. In addition, except as otherwise expressly provided herein, the Trustee shall have no obligation to monitor or verify compliance by the Issuer or any Guarantor with any other obligation or covenant under this Indenture or the unavailability of the Federal Reserve Bank wire or facsimile or other wire communication facility.
(q) The Trustee shall not have any responsibility for the validity, perfection, priority, filing, continuation or enforceability of any Lien or security interest and shall have no obligations to take any action to procure or maintain such validity, perfection, priority, filing, continuation or enforceability (it being understood that such responsibility and obligation are the Issuer’s).
(r) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(ls) The Trustee may request that retain professional advisors to assist it in performing its duties under this Indenture. The Trustee may consult with such professional advisors or with counsel, and the Company deliver an Officer’s Certificate setting forth the names advice or opinion of individuals and/or titles of officers authorized at such time professional advisors or counsel with respect to take specified actions pursuant legal or other matters relating to this IndentureIndenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
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Rights of the Trustee. Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:
(a) The the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.;
(b) Any request, direction, order any request or demand direction of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate a Company Order (unless in each case, other evidence in respect thereof than delivery of any Security, together with any related Coupons, to the Trustee for authentication and delivery pursuant to Section 303 which shall be herein specifically prescribed); sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced to the Trustee by a Board Resolution.;
(c) The whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate;
(d) the Trustee may consult with counsel and the written advice of its own selection and such counsel or any advice 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.reliance thereon;
(de) The the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request, order request or direction of any of the Holders of Securities of any series or any related Coupons pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default)Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity or security satisfactory to against the Trustee against any losscosts, expenses and liabilities which may might be incurred therein by it in compliance with such request or thereby.direction;
(ef) The 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, 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 examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation).attorney; and
(fg) The the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care by it hereunder.
(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (Hercules Inc)
