Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. (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 the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. (e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. (g) The Trustee may conclusively rely upon and 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, 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. (h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture. (i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates. (j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture. (k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions. (l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty. (m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action. (n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series. (o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate. (p) 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. (q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 7 contracts
Sources: Subordinated Debt Securities Indenture (First Guaranty Bancshares, Inc.), Indenture (First Guaranty Bancshares, Inc.), Indenture (Esquire Financial Holdings, Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. The Trustee may engage and consult with professional advisors and counsel selected by it at the reasonable expense of the Company, and the Trustee may rely conclusively upon advice of such professional advisors and counsel or any Opinion of Counsel will 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 by the Trustee and any of its directors, officers, employees or agents duly appointed.
(c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the The Trustee shall not be responsible for any act or omission by any Depositoryhave no duty to monitor the performance of such agents.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the rights or powers conferred upon it by this IndentureIndenture and the Intercreditor Agreement. The Trustee shall not be required to take action at the direction of the Company or Holders which conflicts with the requirements of this Indenture and the Intercreditor Agreement or for which it is not indemnified to its satisfaction, provided that the Trustee’s conduct does not constitute negligence or willful misconductwhich involves undue risk or would be contrary to applicable law or regulation.
(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 or a director of the Company.
(f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Intercreditor Agreement at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee indemnity and/or security or indemnity satisfactory to it in its sole discretion against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fg) 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 and 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.
(h) The recitals contained herein and in the Notes are made by the Company and not by the Trustee, and the Trustee, does not assume any responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Indenture, the Notes, the Intercreditor Agreement or Security Documents.
(i) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The , and, if the Trustee shall not determine to make such further inquiry or investigation, it shall be deemed entitled to have notice examine the books, records, and premises of the Company, personally or knowledge by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any Default kind by reason of such inquiry 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 the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesinvestigation.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mk) The Trustee shall not be responsible or liable for any failure or delay in rights, privileges, indemnity, protections, immunities and benefits given to the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of God; earthquakes; fire; flood; terrorism; wars its capacities hereunder and each agent, custodian and other military disturbancesPerson employed to act hereunder and shall be incorporated by reference and made a part of the Security Documents and the Intercreditor Agreement;
(l) 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;
(m) In the event that the Trustee and Agents shall be uncertain as to their respective duties or rights hereunder or shall receive instructions, claims or demands from the Company, which in their opinion, conflict with any of the provisions of this Indenture, they shall be entitled to refrain from taking action until directed in writing by a final order or judgment of a court of competent jurisdiction; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.and
(n) The So long as any of the Notes remains outstanding, the Company shall provide the Agents with a sufficient number of copies of this Indenture and each of the documents sent to the Trustee shall not be liable with respect to any action taken or omitted which are required to be taken made available by it stock exchange regulations or stated in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, Offering Memorandum relating to the timeNotes, method to be available and, subject to being provided with such copies, each of the Agents will procure that such copies shall be available at its specified office during normal office hours for examination by the Holders and place of conducting any proceeding for any remedy available that copies thereof will be furnished to the Trustee, or exercising any trust or power conferred Holders upon the Trustee, under this Indenture with respect to the Securities of such Serieswritten request at their own expense.
(o) Whenever whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.Officer’s Certificate and/or an Opinion of Counsel;
(p) The rightsin the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, privilegeseach representing less than a majority in aggregate principal amount of the Notes then outstanding, protectionspursuant to the provisions of this Indenture, immunities and benefits given to the Trustee, includingin its sole discretion, without limitationmay determine what action, its right to if any, will be indemnified, are extended to, taken and shall be enforceable bynot incur any liability for its failure to act until such inconsistency or conflict is, the Trustee in each of its capacities hereunder.reasonable opinion, resolved;
(q) Before the Trustee acts may, before commencing (or refrains at any time during the continuance of) any act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Trustee the Notes held by them, for which Notes the Trustee to which such Notes are deposited shall issue receipts to such Holders;
(r) notwithstanding any other provision of this Indenture, the Trustee and the Paying Agent shall be entitled to make a deduction or withholding from actingany payment which they make under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by applicable law, in which event the Trustee or the Paying Agent, as applicable, shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted;
(s) the Trustee shall (except as expressly otherwise provided herein) as regards all the trusts, powers, authorities and discretions vested in it may require an Officers’ Certificateby this Indenture or by applicable law, have absolute and uncontrolled discretion as to the exercise or Opinion non-exercise thereof and, absent any wilful misconduct, gross negligence or fraud on the part of Counsel, or both (unless other evidence is specifically prescribed herein). The the Trustee the Trustee shall not be responsible for any loss, damage, cost, claim or any other liability or inconvenience that may result from the exercise or non-exercise thereof;
(t) unless otherwise specifically provided in this Indenture, any demand, request, direction or notice of the Company mentioned herein shall be sufficiently evidenced if in writing and signed by an Officer of the Company and any resolution of the Board of Directors shall be sufficiently evidenced by a board resolution;
(u) the Trustee shall have no duty to inquire as to the performance of the covenants of the Parent Guarantor or its Restricted Subsidiaries. Delivery of reports, information and documents to the Trustee under Section 4.03 hereof shall be for informational purposes only as regards the Trustee and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates);
(v) the Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes;
(w) the Trustee is not required to give any bond or surety with respect to the performance of its duty or the exercise of its power under this Indenture or the Notes;
(x) no provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation;
(y) the Trustee may assume without inquiry in the absence of actual knowledge that the Company and the Parent Guarantor are duly complying with their obligations contained in this Indenture required to be performed and observed by them, and that no Default or Event of Default or other event which would require repayment of the Notes has occurred;
(z) At any time that the security granted pursuant to the Security Documents has become enforceable and the Holders have given a direction to the Trustee to enforce such Collateral, the Trustee is not required to give any direction to the Security Agent with respect thereto unless it has been indemnified and/or secured in accordance with Section 7.01(e) hereof, if requested. In any event, in connection with any enforcement of such security, the Trustee is not responsible for:
(A) any failure of the Security Agent to enforce such security within a reasonable time or at all;
(B) any failure of the Security Agent to pay over the proceeds of enforcement of the Collateral;
(C) any failure of the Security Agent to realize such security for the best price obtainable;
(D) monitoring the activities of the Security Agent in relation to such enforcement;
(E) taking any enforcement action it takes itself in relation to such security;
(F) agreeing to any proposed course of action by the Security Agent which could result in the Trustee incurring any liability for its own account; or
(G) paying any fees, costs or omits expenses of the Security Agent; and
(aa) the permissive right of the Trustee to take in good faith in reliance on such Officers’ Certificate, the actions permitted by this Indenture and the Intercreditor Agreement shall not be construed as an obligation or Opinion of Counsel, or bothduty to do so.
Appears in 6 contracts
Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will 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 execute any of the trusts or powers hereunder and perform any duties hereunder either directly or through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.
(f) The Trustee shall will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and In no event 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mh) The Trustee shall not be responsible deemed to have notice of any Default or liable for Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any failure or delay event which is in fact such a Default is received by the performance Trustee at the Corporate Trust Office of its obligations under the Trustee, and such notice references the Notes and 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionIndenture.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) 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 Agents, and the Trustee, in each of its capacities hereunder, each Agent and each agent, custodian, and other Person employed to act hereunder.
(qj) Before The Trustee may request that the Trustee acts or refrains from acting, it may require Issuer and each Guarantor deliver an Officers’ CertificateCertificate setting forth the names of individuals and titles of Officers authorized at such time to take specified actions pursuant to this Indenture.
(k) The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.
(l) The Trustee shall have no obligation to (i) independently determine or verify the rating of any Notes or if a commencement of any Suspension Period or the Reversion Date has occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on STBV’s and its Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of the commencement of the Suspension Period or the Reversion Date.
(m) Notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any action it takes failure or omits delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to take in good faith in reliance on such Officers’ Certificateobtain material, equipment, or Opinion of Counselcommunications or computer facilities, or boththe failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above.
Appears in 6 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuers as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuers.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee. 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such 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 or direction of any of the Holders of Securities unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses expenses, losses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound have no duty to make any investigation into inquire as to the facts or matters stated performance of the Issuers’ covenants in any resolutionArticle 4 hereof. In addition, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or (2) any Default or Event of Default of which a Responsible Officer shall have received written notification or obtained actual knowledge.
(h) The right of the Trustee has actual knowledge thereof or unless written notice of to perform any event which is in fact such discretionary act enumerated hereunder shall not be construed as a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureduty.
(i) Delivery of reportsThe rights, information privileges, protections, immunities and documents (benefits given to the Trustee, including, without limitation, reports contemplated in this Section) its right to be indemnified, are extended to, and shall be enforceable by, the Trustee is for information purposes only, in each of its capacities hereunder and the Trustee’s receipts thereof shall not constitute actual or constructive notice of each agent and other person employed to act hereunder and in its capacity as Trustee under any information contained therein or determinable from information contained therein, including the Company’s compliance other agreement executed in connection with covenants under the Indenture, Securities, and guarantees (if any), as this Indenture to which the Trustee is entitled to rely exclusively on Officers’ Certificatesa party.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actionsaction.
(k) The Trustee may request that the Company deliver an 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 Officers’ certificate previously delivered and not superseded.
(l) Any permissive right request or direction of an Issuer mentioned herein shall be sufficiently evidenced by a written request or order signed by an Officer of such Issuer, and any resolution of the Trustee to take or refrain from taking actions enumerated in this Indenture board of directors shall not be construed as sufficiently evidenced by a dutyBoard Resolution.
(m) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(n) 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, including without limitation, acts of God; earthquakes; firefires; floodfloods; terrorismwars; wars and other civil or military disturbances; sabotage; epidemics; riots; interruptions; , loss or malfunction malfunctions of utilities, computer (hardware or software) or communication services; communications service, accidents; labor disputes; and acts of civil or military authorities and authority or governmental action.
actions (n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture being understood that the Trustee shall deem it reasonably necessary that a matter be proved or established prior use commercially reasonable efforts to taking, suffering or omitting any action hereunder, resume performance as soon as practicable under the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificatecircumstances).
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 6 contracts
Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will 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 execute any of the trusts or powers hereunder and perform any duties hereunder either directly or through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.
(f) The Trustee shall will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and In no event 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mh) The Trustee shall not be responsible deemed to have notice of any Default or liable for Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any failure or delay event which is in fact such a Default is received by the performance Trustee at the Corporate Trust Office of its obligations under the Trustee, and such notice references the Notes and 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionIndenture.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) 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 Agents, and the Trustee, in each of its capacities hereunder, each Agent and each agent, custodian, and other Person employed to act hereunder.
(qj) Before The Trustee may request that the Trustee acts or refrains from acting, it may require Issuer and each Guarantor deliver an Officers’ CertificateCertificate setting forth the names of individuals and titles of Officers authorized at such time to take specified actions pursuant to this Indenture.
(k) The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.
(l) The Trustee shall have no obligation to (i) independently determine or verify the rating of any Notes or if a commencement of any Suspension Period or the Reversion Date has occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Issuer’s and its Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of the commencement of the Suspension Period or the Reversion Date.
(m) Notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any action it takes failure or omits delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to take in good faith in reliance on such Officers’ Certificateobtain material, equipment, or Opinion of Counselcommunications or computer facilities, or boththe failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above.
Appears in 5 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will 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 its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(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 and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.
(f) The Trustee shall will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee, and the Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it by this Indenture other than for its own negligence or willful misconduct.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any Default or Event of Default hereunder unless a Responsible Officer has actual knowledge thereof, or the Trustee shall be specifically notified in writing of such Default or Event of Default by the Company or by the Holders of at least 25% of the aggregate principal amount of Notes then outstanding, 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 without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agent, custodian and other Person employed to act hereunder.
(j) 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 and hardware) services or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility.
(k) The Trustee may consult with counsel of its selection request that the Company and the advice Guarantors deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at 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 without negligence and in good faith and in reliance thereontime to take specified actions pursuant to this Indenture.
(gl) 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, 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.
(m) The Trustee may conclusively rely upon and 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, note, other evidence of indebtedness 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reportsand, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not determine to make such further inquiry or investigation, it will be responsible entitled to examine the books, records, and premises of the Company, personally or liable for punitive, special, indirect, by agent or consequential loss attorney at the sole cost of the Company and shall incur no liability or damage additional liability of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood by reason of such loss inquiry or damage and regardless of the form of actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actioninvestigation.
(n) The Trustee transferor of any Note shall not be liable with respect to any action taken provide or omitted cause to be taken by it in good faith in accordance provided to the Trustee all information necessary to allow the Trustee to comply with the direction any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein)Internal Revenue Code. The Trustee may rely on information provided to it and shall not have no responsibility to verify or ensure the accuracy of such information. In connection with any proposed exchange of a certificated Note for a Global Note, the Company or DTC shall be liable for required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any action applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code. The Trustee may rely on information provided to it takes and shall have no responsibility to verify or omits to take in good faith in reliance on ensure the accuracy of such Officers’ Certificate, or Opinion of Counsel, or bothinformation.
Appears in 5 contracts
Sources: Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.), Indenture (Post Holdings, Inc.)
Rights of Trustee. Subject to TIA Sections 315(a) through (d):
(a) The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, the State of New York. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction, or, to the extent applicable, the State of New York or if it is determined by any court or other competent authority in that jurisdiction, or, to the extent applicable, in the State of New York, that it does not have such power.
(b) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon relying on any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(bc) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel.
(cd) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(de) 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 the its rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionnegligence.
(f) The Trustee may retain professional advisers to assist it in performing its duties under this Indenture. The Trustee may consult with counsel of its selection counsel, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any Officer’s Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, 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, 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 Issuers.
(h) The Trustee shall not be deemed under no obligation to have notice exercise any of the rights or knowledge powers vested in it by this Indenture at the request, order or direction of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or Holders pursuant to the provisions of this Indenture, unless written notice of any event which is in fact such a default is received by Holders shall have offered to the Trustee at indemnity or other security reasonably satisfactory to the Corporate Trust Office Trustee against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction. In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the requisite majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and shall be held harmless and shall not incur any liability for its failure to act until such notice references the Securities generally inconsistency or the Securities of a particular Series and this Indentureconflict is, in its reasonable opinion, resolved.
(i) Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance of the Issuers with respect to the covenants contained in Article 4. Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee under Section 4.11 is for information informational purposes only, only and the Trustee’s receipts thereof receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of their covenants under the Indenture, Securities, and guarantees hereunder (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates).
(j) The Trustee shall not have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstandingobligation or duty to monitor, the Trustee determine or inquire as to compliance, and shall not be responsible or liable for punitivecompliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes.
(k) If any Note Guarantor is substituted to make payments on behalf of the Issuers pursuant to Article 10, the Issuers shall promptly notify the Trustee of such substitution.
(l) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by the Trustee in its capacity hereunder and by each agent (including Deutsche Bank Trust Company Americas) and custodian and other Person employed with due care to act as agent hereunder (including without limitation each Transfer Agent and Paying Agent). Each Paying Agent and Transfer Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.
(m) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(n) The permissive right of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so.
(o) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect, indirect or consequential loss or damage of any kind whatsoever (includingincluding but no limited to 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) The rights, privileges, protections, immunities and benefits given to Trustee may assume without inquiry in the Trustee, including, without limitation, its right absence of actual knowledge that the Issuers are each duly complying with their obligations contained in this Indenture required to be indemnified, are extended toperformed and observed by them, and shall be enforceable by, that no Default or Event of Default or other event which would require repayment of the Trustee in each of its capacities hereunderNotes has occurred.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 4 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Rights of Trustee. Subject to Section 7.1:
(a) 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, direction, consent, order or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuer as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer.
(b) Any request Unless this Indenture provides otherwise, before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate and/or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ an Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act execute any of the trusts and powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission care by any Depositoryit hereunder.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel relating to this Indenture or any Opinion of Counsel the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and or under the Notes in good faith and in reliance thereonon the advice or opinion of such counsel.
(g) The Trustee may conclusively rely upon and 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, 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.
(hf) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary 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 Default or of any such Significant Subsidiary is received by the Trustee at the Corporate Trust Office of the TrusteeTrustee specified in Section 3.11, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pg) 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 agent, custodian and other Person employed to act hereunder, including the Junior-Priority Collateral Agent.
(qh) Before The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Notes at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee acts security or refrains from actingindemnity satisfactory to the Trustee against the costs, it expenses and liabilities which may require an Officers’ Certificate, be incurred therein or Opinion of Counsel, or both thereby.
(unless other evidence is specifically prescribed herein). i) The Trustee shall not be liable for deemed to have knowledge of any fact or matter unless such fact or matter is actually known to a Trust Officer of the Trustee.
(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 it takes or omits to take hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in good the absence of bad faith in reliance on such Officers’ Certificateits part, conclusively rely upon an Officer’s Certificate or Opinion of Counsel, Counsel or both, as applicable.
(k) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, report, notice, request, direction, consent, order, bond, 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, during business hours and upon reasonable notice, the books, records and premises of the Issuer and the Restricted Subsidiaries, 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.
(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) The Trustee may request that the Issuer deliver an 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 or the Notes.
(n) In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental 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.
(o) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by one Officer of the Issuer
Appears in 4 contracts
Sources: Indenture (Community Health Systems Inc), Indenture (Community Health Systems Inc), Indenture (Community Health Systems Inc)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon on any resolution, officer’s certificate, opinion of counsel, certificate of auditors or other certificate, statement, instrument, or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request . Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel reasonably satisfactory in form and substance to the Trustee which Officers’ Certificate or both, and any resolution Opinion of Counsel shall not be at the expense of the Board of Directors shall be sufficiently evidenced by a Board ResolutionTrustee or the Trust Fund. The Trustee shall not be liable for any action it either of them takes or omits to take in good faith in reliance on such an Officers’ Certificate and/or or Opinion of Counsel.
(c) . The Trustee may act execute any of its trusts or powers hereunder and the Trustee may perform any of its respective duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Trustee shall not be responsible have no liability for the any misconduct or negligence on the part of any agent such agent, attorney or custodian appointed by the Trustee with due care. No Depository shall be deemed an agent of the Trustee and ; provided, further, that the Trustee shall not be responsible for any act or omission by any Depository.
(d) of the Custodian. The Trustee shall not be liable for any action it either of them takes or omits to take in good faith which it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute willful misconduct, negligence or willful misconduct.
(e) bad faith. The Trustee may consult with counsel chosen by it with due care, and the advice or opinion of counsel with respect to legal matters relating to this Agreement and the Certificates shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by either of them hereunder in good faith and in accordance with the advice or opinion of such counsel. The Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Holders Certificateholders, pursuant to the provisions of Securities this Agreement, unless such Holders Certificateholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby (which in the case of the Majority Certificateholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority Certificateholders); nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicing Default of which a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction.
(f) person’s own affairs. 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture, note, other evidence of indebtedness bond or other paper or document, but unless requested in writing to do by the TrusteeMajority Certificateholders; 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 its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office opinion of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) not reasonably assured to the Trustee is for information purposes only, and by the Trustee’s receipts thereof shall not constitute actual or constructive notice security afforded to it by the terms of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstandingAgreement, the Trustee may require indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall not be responsible or liable for punitivepaid by the Servicer or, specialif paid by the Trustee, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether shall be repaid by the Trustee has been advised of Servicer upon demand from the likelihood of such loss or damage and regardless of the form of actions.
(l) Any permissive right Servicer’s own funds. The rights of the Trustee to take or refrain from taking actions perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty.
(m) The , and the Trustee shall not be responsible answerable for other than its negligence or liable for any failure or delay willful misconduct 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein)act. The Trustee shall not be liable for required to give any action it takes bond or omits to take surety in good faith in reliance on such Officers’ Certificate, respect of the execution of the Trust Fund created hereby or Opinion of Counsel, or boththe powers granted hereunder.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Novastar Mortgage Funding Trust, Series 2007-1), Pooling and Servicing Agreement (NovaStar Certificates Financing CORP), Pooling and Servicing Agreement (Novastar Mortgage Funding Trust, Series 2007-1)
Rights of Trustee. (a) The Before the Trustee acts or refrains from acting, it may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolutionboth conforming to Section 12.03. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such the Officers’ Certificate and/or or Opinion of Counsel.
(cb) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(dc) 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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence bad faith, willful misconduct or willful misconductgross negligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(fd) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, suffered or omitted to be taken by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, including any Opinion of Counsel.
(e) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(f) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements, or perform any calculation hereunder or in connection herewith, on the part of the Issuer (or Subsidiary Guarantor, as applicable), but the Trustee may require of the Issuer or Subsidiary Guarantors full information and advice as to the performance of the covenants, conditions and agreements contained herein.
(g) The permissive rights of the Trustee may conclusively rely upon and to do things enumerated in this Indenture shall not be bound construed as a duty and, with respect to make any investigation into such permissive rights, the facts Trustee shall not be answerable for anything other than its gross negligence 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 fitwillful misconduct.
(h) The Except for an Event of Default under Section 6.01(a)(1) or (2) hereof, 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 of the Trustee has actual knowledge thereof or unless written notice thereof. In the absence of any event which is in fact such notice or actual knowledge, and except for a default is received by Default under Section 6.01(a)(1) or (2) hereof, the Trustee at the Corporate Trust Office may conclusively assume that no Default or Event of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this IndentureDefault exists.
(i) Delivery of reportsThe rights, information privileges, protections, immunities and documents (including, without limitation, reports contemplated in this Section) benefits given to the Trustee is hereunder, including its right of reimbursement for information purposes onlyfees and expenses (including attorney fees and expenses) and the right to be indemnified, are extended to, and shall be enforceable by, the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained thereinAgents and to each other agent, including the Company’s compliance with covenants under the Indenture, Securities, custodian and guarantees (if any), as Person employed to which the Trustee is entitled to rely exclusively on Officers’ Certificatesact hereunder.
(j) The 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 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 and hardware) services, it being understood that the Trustee shall have no responsibility for monitoring use reasonable efforts which are consistent with accepted practices in the Company’s compliance with any of its covenants banking industry to resume performance as soon as practicable under this Indenturethe circumstances.
(k) Anything in this Indenture notwithstanding, In no event shall the Trustee shall not be responsible or liable for punitive, special, indirect, punitive, incidental 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 actionsaction.
(l) Any permissive right request or direction of the Trustee to take Issuer or refrain from taking actions enumerated in this Indenture other Person mentioned herein shall not be construed as sufficiently evidenced by an Officers’ Certificate or certificate of an Officer of such other Person and any resolution of the Board of Directors of the Issuer or of such other Person may be sufficiently evidenced by a dutyboard resolution certified by the secretary or assistant secretary (or similar officer) of such Person.
(m) The Trustee shall not may request that the Issuer 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 responsible or liable for updated and delivered to the Trustee at any failure or delay time by the Issuer 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actiondiscretion.
(n) The Trustee shall not be liable with respect under no obligation to exercise any action taken of the rights or omitted to be taken powers vested in it by it in good faith in accordance with this Indenture at the request, order or direction of the percentage of Holders of a majority in principal amount of specified herein unless such Holders shall have furnished to (or caused to be furnished to) the outstanding Securities of any SeriesTrustee security or indemnity satisfactory to it against the costs, relating to expenses and liabilities, including attorneys’ fees and expenses, that might be incurred by the time, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee therein or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesthereby.
(o) Whenever Nothing in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the administration performance of this Indenture the Trustee shall deem it reasonably necessary that a matter be proved any of its duties or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence exercise of bad faith on any of its part, rely upon an Officers’ Certificaterights or powers if it shall have grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(p) The rightsNo provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, privilegesor suffer any action to be taken or omitted, protectionsin the performance of its duties or obligations under this Indenture, immunities and benefits given or to exercise any right or power hereunder, to the Trustee, including, without limitation, its right extent that taking or omitting to take such action or suffering such action to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereundertaken or omitted would violate applicable law.
(q) Before The Trustee may request that the Trustee acts or refrains from actingIssuer deliver an Officers’ Certificate setting forth the name of the individuals and/or titles of officers authorized at such time to take specific actions pursuant to this Indenture, it which Officers’ Certificate may require be signed by any Person authorized to sign an Officers’ Certificate, or Opinion of Counsel, or both including any Person specified as so authorized in any such Officers’ Certificate previously delivered and not superseded.
(unless other evidence is specifically prescribed herein). r) The Trustee shall not be liable have no liability or responsibility for the action or inaction of any action it takes or omits to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothDepositary.
Appears in 4 contracts
Sources: Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.), Indenture (Forestar Group Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion 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 or additional liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein refrains from acting, it shall be sufficiently evidenced by entitled to receive an Officers’ Certificate, Certificate and an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and/or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or and/or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(fh) The Trustee may consult with counsel employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its selection rights 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 duties hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make responsible for any investigation into misconduct on 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.
(h) The Trustee shall not be deemed to have notice or knowledge part 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 the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenturethem selected with due care.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pj) 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.
(qk) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable 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 Issuer 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.
(m) Delivery of any reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive or actual notice or knowledge 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 may conclusively rely on a certificate of an authorized Officer of the Issuer).
(n) The Trustee shall have no duty or responsibility to monitor the Issuer’s compliance with the covenants included in Article 4 or the transfer restrictions on the Notes. The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatereason, or Opinion of Counsel, or boththis Indenture and the resignation and/or removal of the Trustee.
Appears in 4 contracts
Sources: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require instruction, an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall both to be sufficiently evidenced by a Board Resolutionprovided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers’ Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult at the Company’s expense 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 without negligence and in good faith and in reliance thereon.
(gc) The Trustee may conclusively rely upon act through agents and shall not be bound to make responsible for the misconduct or negligence of 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 fitagent appointed with due care.
(hd) The Trustee shall not be deemed liable for any action it takes or omits to have notice take in good faith which it believes to be authorized or knowledge of any Default within its rights 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 powers conferred upon it by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(ie) Delivery of reports, information and documents (including, without limitation, reports contemplated Unless otherwise specifically provided in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securitiesany demand, and guarantees (request, direction or notice from the Company or any Subsidiary Guarantor shall be sufficient if any)signed by an Officer of the Company or such Subsidiary Guarantor, as to which the Trustee is entitled to rely exclusively on Officers’ Certificatescase may be.
(jf) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pg) 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 the Paying Agent, each agent, custodian and other Person employed to act hereunder.
(qh) Before The Trustee may request that the Company or any Subsidiary 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.
(i) 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 refrains from actingterrorism, it may require an Officers’ Certificatecivil or military disturbances, nuclear or Opinion natural catastrophes or acts of CounselGod, and interruptions, loss or both malfunctions of utilities, communications or computer (unless other evidence is specifically prescribed herein). software and hardware) services.
(j) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred thereby.
(k) The permissive rights of the Trustee enumerated herein shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate, or Opinion construed as duties of Counsel, or boththe Trustee.
Appears in 4 contracts
Sources: Subordinated Indenture (Pardril Inc), Senior Indenture (Pardril Inc), Senior Indenture (Quail Usa LLC)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon on any resolution, officer's certificate, opinion of counsel, certificate of auditors or other certificate, statement, instrument, or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request . Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer's Certificate or an Opinion of Counsel, Counsel reasonably satisfactory in form and substance to the Trustee which Officer's Certificate or both, and any resolution Opinion of Counsel shall not be at the expense of the Board of Directors shall be sufficiently evidenced by a Board ResolutionTrustee or the Trust Fund. The Trustee shall not be liable for any action it either of them takes or omits to take in good faith in reliance on such Officers’ an Officer's Certificate and/or or Opinion of Counsel.
(c) . The Trustee may act execute any of its trusts or powers hereunder and the Trustee may perform any of its respective duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Trustee shall not be responsible have no liability for the any misconduct or negligence on the part of any agent such agent, attorney or custodian appointed by the Trustee with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it either of them takes or omits to take in good faith which it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s 's conduct does not constitute willful misconduct, negligence or willful misconduct.
(e) bad faith. The Trustee may consult with counsel chosen by it with due care, and the advice or opinion of counsel with respect to legal matters relating to this Agreement and the Certificates shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by either of them hereunder in good faith and in accordance with the advice or opinion of such counsel. The Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Holders Certificateholders, pursuant to the provisions of Securities this Agreement, unless such Holders Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby (which in the case of the Majority Certificateholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority Certificateholders); nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicing Default of which a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction.
(f) person's own affairs. 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture, note, other evidence of indebtedness bond or other paper or document, but unless requested in writing to do by the TrusteeMajority Certificateholders; 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 its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office opinion of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) not reasonably assured to the Trustee is for information purposes only, and by the Trustee’s receipts thereof shall not constitute actual or constructive notice security afforded to it by the terms of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstandingAgreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall not be responsible or liable for punitivepaid by the Servicer or, specialif paid by the Trustee, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether shall be repaid by the Trustee has been advised of Servicer upon demand from the likelihood of such loss or damage and regardless of the form of actions.
(l) Any permissive right Servicer's own funds. The rights of the Trustee to take or refrain from taking actions perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty.
(m) The , and the Trustee shall not be responsible answerable for other than its negligence or liable for any failure or delay willful misconduct 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein)act. The Trustee shall not be liable for required to give any action it takes bond or omits to take surety in good faith in reliance on such Officers’ Certificate, respect of the execution of the Trust Fund created hereby or Opinion of Counsel, or boththe powers granted hereunder.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Novastar Mortgage Funding Corp Home Eq Ln as Bk Ce Se 03 2), Pooling and Servicing Agreement (Novastar Mortgage Funding Corp Home Eq Ln as Bk Ce Se 03 1), Pooling and Servicing Agreement (Novastar Mortgage Funding Corp Home Equity Loan Ser 2003-4)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document; if, however, the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate and/or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible for Any request or direction of the misconduct or negligence of any agent appointed with due care. No Depository Company mentioned herein shall be deemed an agent sufficiently evidenced by a Company Request or Company Order and any resolution of the Trustee and the Trustee Board of Directors shall not be responsible for any act or omission sufficiently evidenced by any Depositorya Board Resolution.
(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 the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its own 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 without negligence and in good faith and in reliance thereon.
(ge) The Trustee may conclusively rely upon act through agents or attorneys and shall not be bound to make responsible for the misconduct or negligence of any investigation into the facts agent 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 fitattorney appointed with due care.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(nf) The Trustee shall not be liable with respect to for any action taken it takes or omitted omits to be taken by it take in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Serieswhich it believes to be authorized or within its discretion, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, rights or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriespowers hereunder.
(og) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ ' Certificate.
(ph) 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, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(i) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Securities unless either (1) a Trust Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder.
(j) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(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 agent, custodian and other Person employed to act hereunder.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 3 contracts
Sources: Indenture (Charming Shoppes Inc), Indenture (Venator Group Inc), Indenture (Charming Shoppes Inc)
Rights of Trustee. Subject to Section 7.1:
(a) The Trustee and each Agent may rely conclusively on and shall be protected in from acting or refraining from acting based upon any document believed by it them to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/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. No Depository shall be deemed an agent of Neither the Trustee and the Trustee nor any Agent shall not be responsible for any act or omission by any Depository.
(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 the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, directionconsent order, consentapproval, orderappraisal, bond, debenture, note, other evidence of indebtedness coupon, security 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.
(h) . The Trustee shall not be deemed to have notice or any knowledge of any Default matter (including without limitation Defaults or Event Events of Default Default) unless a Responsible Trust Officer of assigned to and working in the Trustee Trustee’s Corporate Trust Office which is administering this Indenture has actual knowledge thereof or unless written notice of any event which is in fact such a default thereof is received by the Trustee at the Trustee, attention: Corporate Trust Office of the Trustee, and such notice clearly references the Securities generally Notes, the Issuer or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(qb) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers’ Certificate, Issuer Order (as applicable) or an Opinion of Counsel, Counsel or both both. Neither the Trustee nor any Agent shall be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.
(unless c) The Trustee and any Agent may act through their attorneys and agents and shall not be responsible for the misconduct or negligence of any agent (other evidence than an agent who is specifically prescribed herein). an employee of the Trustee or such 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 conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.
(e) The Trustee or any Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in reliance respect of any action taken, omitted or suffered by it hereunder and in accordance with the advice or opinion of such counsel.
(f) Except to the extent provided for in Section 9.1 and subject to Section 9.2 hereof, the Trustee may (but shall not be obligated to), without the consent of the Holders, give any consent, waiver or approval required by the terms hereof, but shall not without the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (i) give any consent, waiver or approval or (ii) agree to any amendment or modification of this Indenture, in each case, that shall have a material adverse effect on such Officers’ Certificate, or the interests of any Holder. The Trustee shall be entitled to request and conclusively rely on an Opinion of CounselCounsel with respect to whether any consent, waiver, approval, amendment or bothmodification shall have a material adverse effect on the interests of any Holder.
Appears in 3 contracts
Sources: Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel of its own 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which 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 negligence willful misconduct or willful misconductgross negligence.
(e) The 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) If an Event of Default occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by under this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costsTrustee, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection and the advice of such counsel Trustee has received, reasonable indemnity or security (or both) against any Opinion of Counsel shall be full and complete authorization and protection in respect of any action takenloss, suffered liability or omitted by it hereunder without negligence and in good faith and in reliance thereonexpense.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall not be deemed to have notice or charged with knowledge of any Default or Event of Default with respect to the Notes unless a written notice of such Default or Event of Default shall have been given to 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 the Trustee at the Corporate Trust Office Company or any Holder.
(h) The permissive rights of the Trustee, and such notice references the Securities generally or the Securities of Trustee to act hereunder shall not be construed as a particular Series and this Indentureduty.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(nj) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with may request that the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon Company deliver an Officers’ Certificate.
(p) The rights, privileges, protections, immunities Certificate setting forth the names of individuals 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 titles of its capacities hereunder.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for any action it takes or omits officers authorized at such times to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothspecified actions pursuant to this Indenture.
Appears in 3 contracts
Sources: Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel of its own 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which 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 negligence willful misconduct or willful misconductgross negligence.
(e) The 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) If an Event of Default occurs and is continuing, the Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by under this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee, and the Trustee has received, indemnity or security (or indemnity both) satisfactory to it against the costsany loss, expenses and liabilities which might be incurred by it in compliance with such request liability or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonexpense.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall not be deemed to have notice or charged with knowledge of any Default or Event of Default with respect to the Notes unless a written notice of such Default or Event of Default shall have been given to 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 the Trustee at the Corporate Trust Office Company or any Holder.
(h) The permissive rights of the Trustee, and such notice references the Securities generally or the Securities of Trustee to act hereunder shall not be construed as a particular Series and this Indentureduty.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(lj) Any permissive right The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the Trustee individuals and titles of officers authorized at such times to take or refrain from taking specified actions enumerated in pursuant to this Indenture shall not be construed as a dutyIndenture.
(mk) The Trustee shall not be responsible at no time have any responsibility or liable liability for or in respect to the legality, validity or enforceability of any failure Collateral or delay in any arrangement or agreement between 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 Company and any other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable Person with respect to thereto, or the perfection or priority of any action taken or omitted to be taken by it security interest created in good faith in accordance with the direction any of the Holders of a majority in principal amount of the outstanding Securities Collateral or maintenance of any Series, relating to the time, method perfection and place of conducting any proceeding for any remedy available to the Trusteepriority, or exercising any trust for or power conferred upon the Trustee, under this Indenture with respect to the Securities sufficiency of such Seriesthe Collateral following an Event of Default.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 3 contracts
Sources: Indenture (Comstock Oil & Gas, LP), Indenture (Comstock Oil & Gas, LP), Indenture (Comstock Oil & Gas GP, LLC)
Rights of Trustee. Subject to TIA Sections 315(a) through (d):
(a) The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, the State of New York. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction, or, to the extent applicable, the State of New York or if it is determined by any court or other competent authority in that jurisdiction, or, to the extent applicable, in the State of New York, that it does not have such power.
(b) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon relying on any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(bc) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel.
(cd) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(de) 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 the its rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directiongross negligence.
(f) The Trustee may retain professional advisers to assist it in performing its duties under this Indenture. The Trustee may consult with counsel of its selection counsel, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any Officer’s Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, 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, 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 Issuers, personally or by agent or attorney at the sole cost of the Issuers, to the extent permitted by law.
(h) The Trustee shall not be deemed under no obligation to have notice exercise any of the rights or knowledge powers vested in it by this Indenture at the request, order or direction of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or Holders pursuant to the provisions of this Indenture, unless written notice of any event which is in fact such a default is received by Holders shall have offered to the Trustee at indemnity or other security reasonably satisfactory to the Corporate Trust Office Trustee against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction. In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the requisite majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and shall be held harmless and shall not incur any liability for its failure to act until such notice references the Securities generally inconsistency or the Securities of a particular Series and this Indentureconflict is, in its reasonable opinion, resolved.
(i) Delivery of reportsExcept with respect to Section 4.01, information and documents (including, without limitation, reports contemplated in this Section) the Trustee shall have no duty to inquire as to the Trustee is for information purposes only, and performance of the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information Issuers with respect to the covenants contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesin Article 4.
(j) The Trustee shall not have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstandingobligation or duty to monitor, the Trustee determine or inquire as to compliance, and shall not be responsible or liable for punitivecompliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes.
(k) If the Guarantor is substituted to make payments on behalf of the Issuers pursuant to Article 10, the Issuers shall promptly notify the Trustee of such substitution.
(l) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by the Trustee in its capacity hereunder and by each agent (including Deutsche Bank Trust Company Americas) and custodian and other Person employed with due care to act as agent hereunder (including without limitation each Transfer Agent and Paying Agent). Each Paying Agent and Transfer Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.
(m) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(n) The permissive right of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so.
(o) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect, indirect or consequential loss or damage of any kind whatsoever (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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) The rights, privileges, protections, immunities and benefits given to Trustee may assume without inquiry in the Trustee, including, without limitation, its right absence of actual knowledge of a Responsible Officer of the Trustee that the Issuers are each duly complying with their obligations contained in this Indenture required to be indemnified, are extended toperformed and observed by them, and shall be enforceable by, that no Default or Event of Default or other event which would require repayment of the Trustee in each of its capacities hereunderNotes has occurred.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 3 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Rights of Trustee. (a) The In the absence of bad faith on its part, the Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. 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 in good faith 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 sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, or to establish matters, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution both subject to the other provisions of the Board of Directors shall be sufficiently evidenced by a Board Resolutionthis Indenture. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 without negligence and in good faith and in reliance thereon.
(gc) The Trustee may conclusively rely upon act through its attorneys and agents and shall not be bound responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to make 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 investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, noticedemand, request, direction, consent, order, bond, debenture, note, other evidence direction or notice from the Company or a Guarantor shall be sufficient if signed by an Officer of indebtedness the Company 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 fitGuarantor.
(hf) 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 it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.
(g) The Trustee shall 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 written notice by the Company or by the holders of at least 25% of the aggregate principal amount of the Notes of any event which is in fact such a default Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities existence of a particular Series Default or Event of Default, the Notes and this Indenture.
(ih) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(qj) Before The Trustee shall not at any time be under any duty or responsibility to any holders to determine whether the Additional Amounts are payable and the amount thereof.
(k) The Trustee acts may request that the Company deliver an Officer’s Certificate setting forth the names of individuals or refrains from actingtitles of officers authorized at such time to take specified actions pursuant to this Indenture, it which Officer’s Certificate may require be signed by any person authorized to sign an Officers’ Officer’s Certificate, or Opinion of Counsel, or both including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(unless other evidence is specifically prescribed herein). l) The Trustee shall not be liable for required to give any action bond or surety in respect of the performance of its powers and duties hereunder.
(m) The Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee indemnity or security satisfactory to it takes against any loss, liability or omits expense and then only to take in good faith in reliance on such Officers’ Certificate, or Opinion the extent required by the terms of Counsel, or boththis Indenture.
Appears in 3 contracts
Sources: Senior Notes Indenture (IHS Markit Ltd.), Senior Notes Indenture (IHS Markit Ltd.), Senior Notes Indenture (IHS Markit Ltd.)
Rights of Trustee. Subject to Section 7.01 hereof:
(a1) 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, direction, consent, order, bond, debenture, note or any other document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b2) Any request or direction of the Company Issuers mentioned herein shall be sufficiently evidenced by a Company Request or an Officers’ CertificateOfficer's Certificate and any resolution of the Board of Directors of the applicable Issuer or any committee thereof (or committee of officers or other representatives of the Issuers, to the extent any such committee or committees have been so authorized by the Board of Directors) may be sufficiently evidenced by a certified copy thereof.
(3) Before the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel, or both, and any resolution which shall conform to the provisions of the Board of Directors shall be sufficiently evidenced by a Board ResolutionSection 11.04 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or Opinion of Counselcertificate or opinion.
(c4) The Trustee may act through agents and counsel and shall not be responsible for the misconduct or negligence of any agent or counsel appointed by it with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d5) The Trustee shall not be liable for any action it takes takes, suffers or omits to take in good faith which it reasonably believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers.
(e6) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by the Trustee hereunder in good faith and in reliance thereon.
(7) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it the Trustee by this Indenture at the request or direction of any of the Holders holders of Securities Notes pursuant to this Indenture, unless such Holders holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(f) 8) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, appraisal, 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, if the Trustee shall determine to make such further investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h9) 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 of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the TrusteeTrustee from an Issuer, any Guarantor or any Noteholder written notice of such Default or Event of Default, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture.
(i10) Delivery of reportsThe rights, information privileges, protections, immunities and documents (benefits given to the Trustee, including, without limitation, reports contemplated in this Section) the Trustee's right to be indemnified, are extended to, and shall be enforceable by, the Trustee is for information purposes onlyin such capacity hereunder, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, each agent (including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if anyeach Agent), as custodian and other Person employed to which the Trustee is entitled to rely exclusively on Officers’ Certificatesact hereunder.
(j11) The Trustee shall have no responsibility for monitoring may request that the Company’s compliance with any Company deliver an Officer's Certificate setting forth the names of its covenants under 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.
(k12) Anything in this Indenture notwithstanding, In no event shall the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 3 contracts
Sources: Indenture (Harbinger Capital Partners Master Fund I, Ltd.), Indenture (Harbinger Capital Partners Master Fund I, Ltd.), Indenture (Harbinger Capital Partners Master Fund I, Ltd.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction refrains from acting (except in connection with an application for authorization of the Company mentioned herein Notes pursuant to Section 2.02), it shall be sufficiently evidenced by entitled to receive an Officers’ Certificate, Officer’s Certificate and an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board ResolutionCounsel in accordance with Section 14.02. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ the Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents agents, attorneys or custodians and shall not be responsible for the misconduct or negligence of any agent agent, attorney or custodian appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel of its own selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee in its sole discretion against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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, including, without limitation, the Registrar, the Paying Agent and the Conversion Agent.
(qi) Before 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’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(j) In no event shall the Trustee acts be responsible or refrains from actingliable for special, it may require an Officers’ Certificateindirect, punitive or Opinion consequential loss or damage of Counselany 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 both damage and regardless of the form of action.
(unless other evidence is specifically prescribed herein). k) The Trustee shall not be liable required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any action it takes act or omits to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothomission by any Depositary.
Appears in 3 contracts
Sources: Indenture (Castle a M & Co), Indenture (Mindspeed Technologies, Inc), Indenture (Castle a M & Co)
Rights of Trustee. (a) The Trustee may rely on 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 or other paper or document believed by it to be genuine and to have been signed or presented by the proper personperson or persons. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting in connection with this Indenture, it may require an Officers’ Certificate, an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or Opinion Certificate. Any request or direction of Counselthe Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.
(c) The Trustee may act 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 the misconduct or negligence of any agent or attorney appointed with due care. No Depository Depositary shall be deemed an agent of the Trustee Trustee, and the Trustee shall not be responsible for any act or omission by any DepositoryDepositary.
(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 the its rights or powers conferred upon it by this Indenturepowers, provided that the Trustee’s conduct does not constitute negligence or willful misconductnegligence.
(e) The Trustee may consult with counsel, 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.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, note, other evidence of indebtedness or other paper or document, but the Trustee, Trustee in its discretion, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default Default, other than a failure by the Company to make any payment hereunder when due, unless written notice is received by 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 the Trustee at the Corporate Trust Office of the TrusteeOffice, and such notice references the Securities generally or the Securities of a particular Series and this IndentureIndenture and states that it is a notice of Default or Event of Default.
(i) Delivery The permissive rights of reports, information and documents (including, without limitation, reports contemplated the Trustee enumerated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof Indenture shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), be construed as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesduties.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profitlost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionsaction.
(lk) Any permissive right of Neither the Trustee to take or refrain from taking actions enumerated in this Indenture nor any Agent shall not be construed as a duty.
(m) 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; wars; acts of terrorism; wars and other civil or military disturbances; sabotage; epidemicsepidemic; riots; interruptions; , loss or malfunction malfunctions of utilities, computer (hardware or software) or communication communications services; accidents; labor disputes; and acts of civil or military authorities and authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts to resume performance as soon as reasonably practicable under the circumstances.
(nl) The Trustee shall not be liable with required to give any bond or surety in respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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 performance of its capacities powers and duties hereunder.
(qm) Before The Trustee may request that the Trustee acts or refrains from acting, it may require Company deliver an Officers’ Certificate, or Opinion Certificate setting forth the names of Counsel, or both the individuals and/or titles of Officers (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for any action it takes or omits with specimen signatures) authorized at such times to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothspecific actions pursuant to this Indenture.
Appears in 3 contracts
Sources: Senior Indenture (Emagin Corp), Senior Indenture (Mimecast LTD), Senior Indenture (Emagin Corp)
Rights of Trustee. Subject to Section 7.01:
(ai) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuer as provided herein, but shall have no duty to analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer; provided that the Trustee shall have a duty to review such reports or statements to verify whether the Issuer has stated that it is in compliance or not in compliance with such covenants or obligations.
(bii) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, or both, and any resolution which shall conform to the provisions of the Board of Directors shall be sufficiently evidenced by a Board ResolutionSection 12.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or Opinion of Counselcertificate or opinion.
(ciii) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(div) 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 the its rights or powers conferred upon it by this Indenture, powers; provided that the Trustee’s conduct does not constitute gross negligence or willful misconduct, in each case as determined by a final order of a court of competent jurisdiction not subject to appeal.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(fv) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or any Opinion as to matters of Counsel law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(gvi) The In no event shall the Trustee may conclusively rely upon and shall not be bound to make responsible or liable for special, indirect, punitive or consequential loss or damage of 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 documentkind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee, in its discretion, may make Trustee has been advised of the likelihood of such further inquiry loss or investigation into such facts or matters as it may see fitdamage and regardless of the form of action.
(hvii) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pviii) 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.
(qix) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(x) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a written order of the Issuer in the form of an Officers’ Certificate or an Issuer Request.
(xi) 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 and liabilities which might be incurred by it in compliance with such request or direction. The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatereason, or Opinion of Counsel, or boththis Indenture and the resignation and/or removal of the Trustee.
Appears in 2 contracts
Sources: Indenture (TRI Pointe Homes, Inc.), Indenture (TRI Pointe Homes, Inc.)
Rights of Trustee. Subject to Section 7.1:
(a) 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, direction, consent, order or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuer as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer.
(b) Any request Unless this Indenture provides otherwise, before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate and/or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ an Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act execute any of the trusts and powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission care by any Depositoryit hereunder.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel relating to this Indenture or any Opinion of Counsel the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and or under the Notes in good faith and in reliance thereonon the advice or opinion of such counsel.
(g) The Trustee may conclusively rely upon and 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, 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.
(hf) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary 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 Default or of any such Significant Subsidiary is received by the Trustee at the Corporate Trust Office of the TrusteeTrustee specified in Section 3.11, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pg) 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 agent, custodian and other Person employed to act hereunder, including the Collateral Agent.
(qh) Before The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Notes at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee acts security or refrains from actingindemnity satisfactory to the Trustee against the costs, it expenses and liabilities which may require an Officers’ Certificate, be incurred therein or Opinion of Counsel, or both thereby.
(unless other evidence is specifically prescribed herein). i) The Trustee shall not be liable for deemed to have knowledge of any fact or matter unless such fact or matter is actually known to a Trust Officer of the Trustee.
(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 it takes or omits to take hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in good the absence of bad faith in reliance on such Officers’ Certificateits part, conclusively rely upon an Officer’s Certificate or Opinion of Counsel, Counsel or both, as applicable.
(k) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, report, notice, request, direction, consent, order, bond, 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, during business hours and upon reasonable notice, the books, records and premises of the Issuer and the Restricted Subsidiaries, 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.
(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) The Trustee may request that the Issuer deliver an 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 or the Notes.
(n) In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental 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.
(o) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by one Officer of the Issuer.
Appears in 2 contracts
Sources: Indenture (Community Health Systems Inc), Indenture (Community Health Systems Inc)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or in refraining from acting upon on any document believed by it to be genuine and to have been signed 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, upon reasonable notice to the Company, to examine the books, records and premises of the Company, personally or by agent or attorney and to consult with the officers and representatives of the Company, including the Company's accountants and attorneys.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ ' Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s 's conduct does not constitute negligence wilful misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete 42 authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(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 request, order or direction of any of the Holders pursuant to the provisions of Securities this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request request, order or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Rights of Trustee. (a) The Before the Trustee acts or refrains from acting, it may rely on require an Officer’s Certificate and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board ResolutionCounsel conforming to Section 12.03. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officers’ the Officer’s Certificate and/or or Opinion of Counsel.
(cb) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(dc) 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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute willful misconduct or negligence.
(d) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel, shall be full and complete authorization and protection from liability in respect to any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with the advice or opinion of such counsel, including any Opinion of Counsel.
(e) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(f) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements, or perform any calculation hereunder or in connection herewith, on the part of the Issuers (or any Guarantor, as applicable), but the Trustee may require of the Issuers or Guarantors full information and advice as to the performance of the covenants, conditions and agreements contained herein.
(g) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and, with respect to such permissive rights, the Trustee shall not be answerable for anything other than its negligence or willful misconduct;
(h) Except for an Event of Default under Section 6.01(a)(1) or (2) hereof, 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 of the Trustee has actual knowledge thereof or unless the Trustee shall be specifically notified in writing of such Default or Event of Default by the Issuers or by the Holders of at least 25% of the aggregate principal amount of Securities then outstanding, at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. In the absence of any such notice or actual knowledge, and except for a Default under Section 6.01(a)(1) or (2) hereof, the Trustee may conclusively assume that no Default or Event of Default exists.
(ei) The rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including their respective right of compensation, reimbursement for fees and expenses (including attorney fees and expenses and court costs) and the right to be indemnified, are extended to, and shall be enforceable by, the Agents and to each other agent, custodian and Person employed to act hereunder.
(j) 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 any act or provision of any present or future law or regulation or governmental authority strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, terrorism, nuclear or natural catastrophes or acts of God, labor dispute, disease, epidemic or pandemic, quarantine, national emergency and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, malware or ransomware or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or other funds transfer systems or communication facility, or unavailability of any securities clearing system 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.
(k) In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental 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.
(l) Any request or direction of the Issuer or other Person mentioned herein shall be sufficiently evidenced by an Issuer Order, Issuer Request, Officer’s Certificate or certificate of an Officer of such other Person and any resolution of the Board of Directors of the Issuer or of such other Person may be sufficiently evidenced by a board resolution certified by the secretary or assistant secretary (or similar officer) of such Person.
(m) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request request, order or direction of any the percentage of the Holders of Securities specified herein unless such Holders shall have offered furnished to (or caused to be furnished to) the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which liabilities, including attorneys’ fees and expenses, that might be incurred by it in compliance with such request the Trustee therein or directionthereby.
(fn) Nothing in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.
(o) 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.
(p) The Trustee may consult with counsel request that the Issuer deliver an Officer’s Certificate setting forth the name of its selection the individuals and/or titles of officers authorized at such time to take specific 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 Officer’s Certificate previously delivered 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 without negligence and in good faith and in reliance thereonnot superseded.
(gq) To help fight the funding of terrorism and money laundering activities, the Trustee shall obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee shall ask for the name, address, tax identification number and other information that shall 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.
(r) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail shall be encrypted. The recipient of the email communication shall be required to complete a one-time registration process.
(s) Trustee shall have no liability or responsibility for the action or inaction of any Depositary.
(t) The Trustee may conclusively rely upon and 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, note, other evidence of indebtedness indebtedness, or other paper or document, or inquire as to the performance by the Issuers or the Guarantors of any of their covenants or obligations in this Indenture, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may reasonably see fitfit personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(hu) The Trustee shall not may conclusively rely upon any documents (whether in its original or facsimile form) believed by it to be deemed genuine and to have notice been signed or 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 is received presented by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein)proper Person. The Trustee shall need not be liable for investigate any action it takes fact or omits to take matter stated in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or boththe document.
Appears in 2 contracts
Sources: Indenture (Five Point Holdings, LLC), Indenture (Five Point Holdings, LLC)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate or verify any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. No such Officer’s Certificate or Opinion of Counsel shall be at the expense of the Trustee. The Trustee may consult with counsel appointed with due care and the advice of such counsel or any Opinion of Counsel will 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 accordance with the advice or such opinion of such counsel.
(c) The Trustee may act through agents its agents, attorneys, custodians and shall nominees and will not be responsible for the misconduct or negligence of any agent agent, attorney, custodian or nominee appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes takes, suffers or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(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. The Trustee shall 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.
(f) The Trustee will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the losses, costs, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) . 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right rights of the Trustee to take or refrain from taking actions do things enumerated in this Indenture shall not be construed as a dutyduty unless so specified herein.
(mg) The In no event shall the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture hereunder arising out of or causedcaused by, directly or indirectly, by circumstances forces beyond its reasonable 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; earthquakes; fire; flood; terrorism; wars , and other military disturbances; sabotage; epidemics; riots; interruptions; , loss or malfunction malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionit 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.
(nh) In no event shall the Trustee, including in its capacity as Paying Agent, Registrar or in any other capacity hereunder, be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
(i) The Trustee shall have no obligation to invest and reinvest any cash held in any account.
(j) Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Company, or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be liable with respect responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of perform its duties as set forth herein as a majority in principal amount of the outstanding Securities result of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, inaccuracy or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesincompleteness.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pk) 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 or thereunder and whenever acting in such capacity under any related transaction document, the Trustee shall enjoy all the same rights, privileges, protections and benefits granted to it hereunder.
(l) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or reasonably adequate indemnity against such risk or liability is not assured to it.
(m) The Trustee shall not have any duty (i) to see to any recording, filing or depositing of this Indenture or any Indenture referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to see to any insurance.
(n) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(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, 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) 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, if applicable, or other identifying documents to be provided.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for bound to make any action 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 aggregate 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 takes or omits to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothmay see fit.
Appears in 2 contracts
Sources: Indenture, Indenture (Arazi S.a r.l.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. The Trustee may engage and consult with professional advisors and counsel selected by it at the reasonable expense of the Company, and the Trustee may rely conclusively upon advice of such professional advisors and counsel or any Opinion of Counsel will 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 by the Trustee and any of its directors, officers, employees or agents duly appointed.
(c) The Trustee may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the The Trustee shall not be responsible for any act or omission by any Depositoryhave no duty to monitor the performance of such agents.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the rights or powers conferred upon it by this IndentureIndenture and the Intercreditor Agreement. The Trustee shall not be required to take action at the direction of the Company or Holders which conflicts with the requirements of this Indenture and the Intercreditor Agreement or for which it is not indemnified/and to secured to its satisfaction, provided that the Trustee’s conduct does not constitute negligence or willful misconductwhich involves undue risk or would be contrary to applicable law or regulation.
(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 or a director of the Company.
(f) The Trustee shall will be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Intercreditor Agreement at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee indemnity and/or security or indemnity satisfactory to it in its sole discretion against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fg) In no event shall the Trustee be responsible or liable for not performing any act or fulfilling any duty, obligation or responsibility hereunder arising out of or caused by, directly or indirectly, any occurrence beyond its control, including, without limitation, any act or provision of any present or future law or regulation or government authority strikes, work stoppages, accidents, any act of war or terrorism, civil unrest or military disturbances, local or national disturbance or disaster, pandemic, epidemic nuclear or natural catastrophes or any act of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility; 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.
(h) The recitals contained herein and in the Notes are made by the Company and not by the Trustee, and the Trustee, does not assume any responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Indenture, the Notes, the Intercreditor Agreement or Security Documents.
(i) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The , and, if the Trustee shall not determine to make such further inquiry or investigation, it shall be deemed entitled to have notice examine the books, records, and premises of the Company, personally or knowledge by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any Default kind by reason of such inquiry 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 the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesinvestigation.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mk) The Trustee shall not be responsible or liable for any failure or delay in rights, privileges, indemnity, protections, immunities and benefits given to the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlTrustee, including, without limitation, acts its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of God; earthquakes; fire; flood; terrorism; wars its capacities hereunder and each agent (including each Agent), custodian and other military disturbances; sabotage; epidemics; riots; interruptions; loss Person employed to act hereunder and shall be incorporated by reference and made a part of the Security Documents and the Intercreditor Agreement.
(l) 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.
(m) In the event that the Trustee and Agents shall be uncertain as to their respective duties or malfunction rights hereunder or shall receive instructions, claims or demands from the Company, which in their opinion, conflict with any of utilitiesthe provisions of this Indenture, computer (hardware they shall be entitled to refrain from taking action until directed in writing by a final order or software) or communication services; accidents; labor disputes; and acts judgment of civil or military authorities and governmental actiona court of competent jurisdiction.
(n) The So long as any of the Notes remains outstanding, the Company shall provide the Agents with a sufficient number of copies of this Indenture and each of the documents sent to the Trustee shall not be liable with respect to any action taken or omitted which are required to be taken made available by it stock exchange regulations or stated in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, Offering Memorandum relating to the timeNotes, method to be available and, subject to being provided with such copies, each of the Agents will procure that such copies shall be available at its specified office during normal office hours for examination by the Holders and place of conducting any proceeding for any remedy available that copies thereof will be furnished to the Trustee, or exercising any trust or power conferred Holders upon the Trustee, under this Indenture with respect to the Securities of such Serieswritten request at their own expense.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ CertificateOfficer’s Certificate and/or an Opinion of Counsel.
(p) The rightsIn the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, privilegeseach representing less than a majority in aggregate principal amount of the Notes then outstanding, protectionspursuant to the provisions of this Indenture, immunities and benefits given to the Trustee, includingin its sole discretion, without limitationmay determine what action, its right to if any, will be indemnified, are extended to, taken and shall be enforceable bynot incur any liability for its failure to act until such inconsistency or conflict is, the Trustee in each of its capacities hereunderreasonable opinion, resolved.
(q) Before The Trustee may, before commencing (or at any time during the continuance of) any act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Trustee acts the Notes held by them, for which Notes the Trustee to which such Notes are deposited shall issue receipts to such Holders.
(r) Notwithstanding any other provision of this Indenture, the Trustee and the Paying Agent shall be entitled to make a deduction or refrains withholding from actingany payment which they make under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by applicable law, in which event the Trustee or the Paying Agent, as applicable, shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted.
(s) The Trustee shall (except as expressly otherwise provided herein) as regards all the trusts, powers, authorities and discretions vested in it by this Indenture or by applicable law, have absolute and uncontrolled discretion as to the exercise or non-exercise thereof and, absent any wilful misconduct, gross negligence or fraud on the part of the Trustee the Trustee shall not be responsible for any loss, damage, cost, claim or any other liability or inconvenience that may require result from the exercise or non-exercise thereof.
(t) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice of the Company mentioned herein shall be sufficiently evidenced if in writing and signed by an Officers’ Officer of the Company and any resolution of the Board of Directors shall be sufficiently evidenced by a board resolution.
(u) The Trustee shall have no duty to inquire as to the performance of the covenants of the Company, the Parent Guarantor or its Restricted Subsidiaries. Delivery of reports, information and documents to the Trustee under Section 4.03 hereof shall be for informational purposes only as regards the Trustee and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice or actual knowledge of any information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate, or Opinion of Counsel, or both ).
(unless other evidence is specifically prescribed herein). v) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes.
(w) The Trustee is not required to give any bond or surety with respect to the performance of its duty or the exercise of its power under this Indenture or the Notes.
(x) No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation.
(y) The Trustee may assume without inquiry in the absence of actual knowledge that the Company and the Parent Guarantor are duly complying with their obligations contained in this Indenture required to be performed and observed by them, and that no Default or Event of Default or other event which would require repayment of the Notes has occurred.
(z) At any time that the security granted pursuant to the Security Documents has become enforceable and the Holders have given a direction to the Trustee to enforce such Collateral, the Trustee is not required to give any direction to the Security Agent with respect thereto unless it has been indemnified and/or secured in accordance with Section 7.01(e) hereof, if requested. In any event, in connection with any enforcement of such security, the Trustee is not responsible for:
(A) any failure of the Security Agent to enforce such security within a reasonable time or at all;
(B) any failure of the Security Agent to pay over the proceeds of enforcement of the Collateral;
(C) any failure of the Security Agent to realize such security for the best price obtainable;
(D) monitoring the activities of the Security Agent in relation to such enforcement;
(E) taking any enforcement action it takes itself in relation to such security;
(F) agreeing to any proposed course of action by the Security Agent which could result in the Trustee incurring any liability for its own account; or
(G) paying any fees, costs or omits expenses of the Security Agent; and
(aa) the permissive right of the Trustee to take in good faith in reliance on such Officers’ Certificate, the actions permitted by this Indenture and the Intercreditor Agreement shall not be construed as an obligation or Opinion of Counsel, or bothduty to do so.
Appears in 2 contracts
Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Unless otherwise specified herein, before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate and an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or 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. No Depository Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any DepositoryDepositary.
(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 the its rights or powers conferred upon it by this Indenturepowers, provided that the Trustee’s conduct does not constitute negligence or willful misconductbad faith.
(e) The Trustee may consult with counsel 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 without negligence and in good faith and in reliance thereon.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and In no event 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited towithout limitation, 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mh) The Trustee shall not be responsible deemed to have notice of any Default or liable for Event of Default unless a Responsible Trustee Officer has actual knowledge thereof, or unless written notice of any failure or delay event which is in fact such a default is received by the performance of its obligations under Trustee at the Corporate Trust Office and such notice references the Securities and 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionIndenture.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) 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.
(qj) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for any action it takes or omits may request that the Issuers deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothspecified actions pursuant to this Indenture.
Appears in 2 contracts
Sources: Indenture (Daron Coal Company, LLC), Indenture (Daron Coal Company, LLC)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in any such document. Any facsimile signature of any Person on a document required or permitted in this Indenture to be delivered to the documentTrustee shall constitute a legal, valid and binding execution thereof by such Person.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or 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 act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which 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 negligence willful misconduct or willful misconductnegligence.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 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 Securities generally specific Default or Event of Default, the Securities of a particular Series Notes and this IndentureIndenture and, in the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.
(h) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the The Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual be required to give any bond or constructive notice surety in respect of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, performance of its power and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesduties hereunder.
(j) The Trustee shall have no responsibility for monitoring duty to inquire as to the performance of the Company’s compliance with any of its covenants under this Indentureherein.
(k) Anything The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture notwithstandingshall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the Trustee shall not be responsible defeasance or liable for punitive, special, indirect, or consequential loss or damage discharge of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised this Indenture and final payment of the likelihood of such loss or damage and regardless of the form of actionsNotes.
(l) Any permissive The right of the Trustee to take or refrain from taking the actions enumerated in permitted by this Indenture shall not be construed as a dutyan obligation or duty to do so.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(qn) Before The Trustee may request that the Trustee acts or refrains from actingCompany deliver an 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, it which Officers’ Certificate may require be signed by any person authorized to sign an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall including any person specified as so authorized in any such certificate previously delivered and 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, or bothsuperseded.
Appears in 2 contracts
Sources: Senior Unsecured Term Loan Agreement (Pilgrims Pride Corp), Subordinated Indenture (Pilgrims Pride Corp)
Rights of Trustee. (a) The Trustee and the Agents may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond or any other paper or document believed by it to be genuine and to have been signed or presented by the proper personPerson or Persons. The Trustee and the Agents need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee or direction an Agent acts or refrains from acting (except in connection with (x) the issuance of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, Initial Notes on the Issue Date and (y) with respect to an Opinion of Counsel, the execution of any amendment or supplement adding a new Guarantor under this Indenture), it may require an Officer’s Certificate or an Opinion of Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee or an Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ an Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of or for the supervision of any agent agent, custodians, nominees or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Neither the Trustee nor an Agent shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s or such Agent’s conduct does not constitute willful misconduct or gross negligence or willful misconductas determined in a final non-appealable decision of a court of competent jurisdiction.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee an Agent may consult with counsel of its selection selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture, the Notes and the Guarantees shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence or under the Notes and the Guarantees in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(gf) The Trustee may conclusively rely upon and the Agents shall not be bound to make any investigation into any statement, warranty or representation, or the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond or other paper or document made or in connection with this Indenture; moreover, the Trustee and the Agents shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture or any other agreement, instrument or document or (iii) the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, note or other evidence of indebtedness or other paper or document, but the TrusteeTrustee or an Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee or an Agent, as applicable, 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 and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(hg) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except any Default or Event of Default of which a Responsible Trust Officer of shall have (x) received written notification from the Trustee has actual knowledge thereof Issuer or unless written notice of any event which is in fact such a default is received by the Trustee Holder at the Corporate Trust Office of the Trustee, Trustee and such notice references the Securities generally or the Securities of a particular Series Notes and this IndentureIndenture or (y) obtained “actual knowledge.
(i) Delivery ” “Actual knowledge” shall mean the actual fact or statement of reports, information and documents (including, knowing by a Trust Officer without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable independent investigation with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesthereto.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Sources: Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/)
Rights of Trustee. (a) The Trustee may rely on 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 or other paper or document believed by it to be genuine and to have been signed or presented by the proper personperson or persons. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting in connection with this Indenture, it may require an Officers’ Certificate, an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or Opinion Certificate. Any request or direction of Counselthe Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.
(c) The Trustee may act 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 the misconduct or negligence of any agent or attorney appointed with due care. No Depository Depositary shall be deemed an agent of the Trustee Trustee, and the Trustee shall not be responsible for any act or omission by any DepositoryDepositary.
(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 the its rights or powers conferred upon it by this Indenturepowers, provided that the Trustee’s conduct does not constitute negligence or willful misconductnegligence.
(e) The Trustee may consult with counsel, 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.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default Default, other than a failure by the Company to make any payment hereunder when due, unless written notice is received by 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 the Trustee at the Corporate Trust Office of the TrusteeOffice, and such notice references the Securities generally or the Securities of a particular Series and this IndentureIndenture and states that it is a notice of Default or Event of Default.
(i) Delivery The permissive rights of reports, information and documents (including, without limitation, reports contemplated the Trustee enumerated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof Indenture shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), be construed as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesduties.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profitlost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionsaction.
(lk) Any permissive right of Neither the Trustee to take or refrain from taking actions enumerated in this Indenture nor any Agent shall not be construed as a duty.
(m) 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; wars; acts of terrorism; wars and other civil or military disturbances; sabotage; epidemicsepidemic; riots; interruptions; , loss or malfunction malfunctions of utilities, computer (hardware or software) or communication communications services; accidents; labor disputes; and acts of civil or military authorities and authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts to resume performance as soon as reasonably practicable under the circumstances.
(nl) The Trustee shall not be liable with required to give any bond or surety in respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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 performance of its capacities powers and duties hereunder.
(qm) Before The Trustee may request that the Trustee acts or refrains from acting, it may require Company deliver an Officers’ Certificate, or Opinion Certificate setting forth the names of Counsel, or both the individuals and/or titles of Officers (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for any action it takes or omits with specimen signatures) authorized at such times to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothspecific actions pursuant to this Indenture.
Appears in 2 contracts
Sources: Subordinated Indenture (Capstone Energy Plus, Inc.), Subordinated Indenture (Emagin Corp)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which that is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Sources: Subordinated Debt Indenture (Northwest Bancshares, Inc.), Indenture (Northwest Bancshares, Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate or verify any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. No such Officer’s Certificate or Opinion of Counsel shall be at the expense of the Trustee. The Trustee may consult with counsel appointed with due care and the advice of such counsel or any Opinion of Counsel will 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 accordance with the advice or such opinion of such counsel.
(c) The Trustee may act through agents its agents, attorneys, custodians and shall nominees and will not be responsible for the misconduct or negligence of any agent agent, attorney, custodian or nominee appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes takes, suffers or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(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. The Trustee shall 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.
(f) The Trustee will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the losses, costs, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) . 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right rights of the Trustee to take or refrain from taking actions do things enumerated in this Indenture shall not be construed as a dutyduty unless so specified herein.
(mg) The In no event shall the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture hereunder arising out of or causedcaused by, directly or indirectly, by circumstances forces beyond its reasonable 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; earthquakes; fire; flood; terrorism; wars , and other military disturbances; sabotage; epidemics; riots; interruptions; , loss or malfunction malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionit 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.
(nh) In no event shall the Trustee, including in its capacity as Paying Agent, Registrar or in any other capacity hereunder, be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
(i) The Trustee shall have no obligation to invest and reinvest any cash held in any account.
(j) Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Company, or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be liable with respect responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of perform its duties as set forth herein as a majority in principal amount of the outstanding Securities result of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, inaccuracy or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesincompleteness.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pk) 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 under the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement, and each agent, custodian and other Person employed to act hereunder or thereunder and whenever acting in such capacity under any related transaction document, the Trustee and the Collateral Trustee shall enjoy all the same rights, privileges, protections and benefits granted to it hereunder.
(l) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or reasonably adequate indemnity against such risk or liability is not assured to it.
(m) The Trustee shall not have any duty (i) to see to any recording, filing or depositing of this Indenture or any Indenture referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to see to any insurance.
(n) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(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 or any Subsidiary 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) 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, if applicable, or other identifying documents to be provided.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for bound to make any action 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 aggregate 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 takes or omits may see fit.
(r) Each of the above described rights (a) through (q) hereof shall inure to take in good faith in reliance on such Officers’ Certificate, or Opinion the benefit of Counsel, or bothand be enforceable by the Collateral Trustee hereunder and under the Security Documents and Intercreditor Agreement.
Appears in 2 contracts
Sources: Indenture (Arazi S.a r.l.), Indenture (Arazi S.a r.l.)
Rights of Trustee. (a) The Trustee may rely on conclusively on, and shall be protected in acting or refraining from acting upon upon, any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in such document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the documentTrustee 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 sole cost and expense of the Company and it shall not incur any liability by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting hereunder, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ an Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and attorneys and shall not be responsible for the misconduct acts or negligence omissions of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it takes or omits to take in good faith which and reasonably believed by it believes to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, ; provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(e) The Trustee may consult with counsel of its choice, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee In no event shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mi) The Trustee shall not be responsible deemed to have notice of any Default or liable for Event of Default (other than a payment default of principal, premium or interest) unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any failure or delay event which is in fact such a Default is received by the performance Trustee at the Corporate Trust Office of its obligations under the Trustee, and such notice references the Securities and 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionIndenture.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pj) 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.
(qk) Before The Trustee may request that the Company and the Guarantor 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.
(l) 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 acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both shall use its best efforts to resume performance as soon as practicable under the circumstances.
(unless other evidence is specifically prescribed herein). m) The Trustee shall not be liable for any action taken or omitted by it takes or omits to take in good faith in reliance on such Officers’ Certificateand believed by it to be authorized or within the discretion, rights or Opinion of Counsel, or bothpowers conferred upon it by this Indenture.
Appears in 2 contracts
Sources: Indenture (Cencosud S.A.), Indenture (Cencosud S.A.)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or 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. No Depository Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any DepositoryDepositary.
(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 the its rights or powers conferred upon it by this Indenturepowers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel 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 without willful misconduct or negligence, and in reliance thereon.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is be liable to any person for information purposes onlyspecial, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, consequential or consequential incidental 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 actionsdamage.
(lj) Any The permissive right of the Trustee to take or refrain from taking the actions enumerated in permitted by this Indenture shall not be construed as a dutyan obligation or duty to do so.
(mk) The Trustee shall not be responsible required to give any bond or liable for any failure or delay surety in respect of the performance execution of its obligations the trusts and powers 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionIndenture.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Sources: Indenture (Redwood Trust Inc), Indenture (Redwood Trust Inc)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuers as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuers.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee. 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such 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 or direction of any of the Holders of Securities unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses expenses, losses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound have no duty to make any investigation into inquire as to the facts or matters stated performance of the Issuers’ covenants in any resolutionArticle 4 hereof. In addition, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or (2) any Default or Event of Default of which a Responsible Officer shall have received written notification or obtained actual knowledge.
(h) The right of the Trustee has actual knowledge thereof or unless written notice of to perform any event which is in fact such discretionary act enumerated hereunder shall not be construed as a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureduty.
(i) Delivery of reportsThe rights, information privileges, protections, immunities and documents (benefits given to the Trustee, including, without limitation, reports contemplated in this Section) its right to be indemnified, are extended to, and shall be enforceable by, the Trustee is for information purposes only, in each of its capacities hereunder and the Trustee’s receipts thereof shall not constitute actual or constructive notice of each agent and other person employed to act hereunder and in its capacity as Trustee under any information contained therein or determinable from information contained therein, including the Company’s compliance other agreement executed in connection with covenants under the Indenture, Securities, and guarantees (if any), as this Indenture to which the Trustee is entitled to rely exclusively on Officers’ Certificatesa party.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actionsaction.
(k) The Trustee may request that the Company deliver an 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 Officers’ Certificate previously delivered and not superseded.
(l) Any permissive right request or direction of an Issuer mentioned herein shall be sufficiently evidenced by a written request or order signed by an Officer of such Issuer, and any resolution of the Trustee to take or refrain from taking actions enumerated in this Indenture board of directors shall not be construed as sufficiently evidenced by a dutyBoard Resolution.
(m) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(n) 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, including without limitation, acts of God; earthquakes; firefires; floodfloods; terrorismwars; wars and other civil or military disturbances; sabotage; epidemics; riots; interruptions; , loss or malfunction malfunctions of utilities, computer (hardware or software) or communication services; communications service, accidents; labor disputes; and acts of civil or military authorities and authority or governmental action.
actions (n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture being understood that the Trustee shall deem it reasonably necessary that a matter be proved or established prior use commercially reasonable efforts to taking, suffering or omitting any action hereunder, resume performance as soon as practicable under the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificatecircumstances).
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Western Refining Logistics, LP)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuers as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuers.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee. 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such 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 or direction of any of the Holders of Securities unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses expenses, losses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound have no duty to make any investigation into inquire as to the facts or matters stated performance of the Issuers’ covenants in any resolutionArticle 4 hereof. In addition, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or (2) any Default or Event of Default of which a Responsible Officer of the Trustee has shall have received written notification or obtained actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureknowledge.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(jh) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions perform any discretionary act enumerated in this Indenture hereunder shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) 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 and other person employed to act hereunder and in its capacity as Trustee under any other agreement executed in connection with this Indenture to which the Trustee is a party.
(j) In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental 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 Trustee may request that the Company deliver an 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 Officers’ Certificate previously delivered and not superseded.
(l) Any request or direction of an Issuer mentioned herein shall be sufficiently evidenced by a written request or order signed by an Officer of such Issuer, and any resolution of the board of directors shall be sufficiently evidenced by a Board Resolution.
(m) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(n) 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, any act or provision of any present or future law or regulation or governmental authority; 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; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).
(o) The Trustee shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Indenture, whether or not an original or a copy of such agreement has been provided to the Trustee.
(p) In the event that the Trustee obeys or complies with any such writ, order or decree it shall not be liable to any of the parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
(q) Before If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Indenture, or the Trustee acts is in doubt as to the action to be taken hereunder, the Trustee may, at its option, after sending written notice of the same to the Trustee, refuse to act until such time as it receives a written instruction, executed by each of the parties involved in such disagreement or refrains from actingdispute, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein)in a form reasonably acceptable to the Trustee. The Trustee will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Trustee may file an interpleader action in a state or federal court, and upon the filing thereof, the Trustee will be relieved of all liability and will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.
(r) The Trustee shall not be liable for have no duty (A) to see to any action it takes or omits to take in good faith in reliance on such Officers’ Certificaterecording, filing, or Opinion depositing of Counselthis Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or bothto see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind.
(s) Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service.
Appears in 2 contracts
Sources: Indenture (Calumet, Inc. /DE), Indenture (Calumet Specialty Products Partners, L.P.)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute wilful misconduct or negligence.
(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities, including any Opinion of Counsel, shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, including any Opinion of Counsel.
(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 not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Company, except as otherwise set forth herein, but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions and agreements contained herein.
(h) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and, with respect to such permissive rights, the Trustee shall not be answerable for other than its negligence or willful misconduct;
(i) Except for a default under Sections 6.01(1) or (2) hereof, the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default with respect to the Securities of any Series unless a Trust Officer shall have received from the Company or the Holders of not less than 25% in aggregate principal amount of the Securities then outstanding of such Series of Securities written notice thereof at its address set forth in Section 11.02 hereof, and such notice references such Securities and this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no Default or Event of Default exists.
(ej) 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 of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(ql) Before In no event shall the Trustee acts be responsible or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for any action 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 and hardware) services; it takes or omits being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothresume performance as soon as practicable under the circumstances.
Appears in 2 contracts
Sources: Indenture (Goodyear Tire & Rubber Co /Oh/), Indenture (Goodyear Export Inc.)
Rights of Trustee. Subject to Section 7.1:
(a) 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, direction, consent, order or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Company.
(b) Any request Except as otherwise provided in this Indenture, before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate and/or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ an Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act execute any of the trusts and powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission care by any Depositoryit hereunder.
(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 the its rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel relating to this Indenture or any Opinion of Counsel the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and or under the Notes in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(gf) The Except with respect to Section 3.1 hereof, the Trustee may conclusively rely upon and shall not be bound have no duty to make any investigation into inquire as to the facts or matters stated performance of the Company with respect to the covenants contained 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.
(h) Article 3 hereof. The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary 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 Default or Event of Default or of any such Significant Subsidiary is received by the Trustee at the Corporate Trust Office corporate trust office of the TrusteeTrustee specified in Section 3.12, and such notice references the Securities generally or the Securities of a particular Series Notes and this IndentureIndenture and states it is a “Notice of Default”.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pg) 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 agent), custodian and other Person employed to act hereunder.
(qh) Before The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Notes at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee acts security or refrains from actingindemnity satisfactory to it against the costs, it expenses and liabilities which may require an Officers’ Certificate, be incurred therein or Opinion of Counsel, or both thereby.
(unless other evidence is specifically prescribed herein). i) The Trustee shall not be liable for deemed to have knowledge of any fact or matter unless such fact or matter is known to a Trust Officer of the Trustee.
(j) Whenever in the administration of this Indenture or the Notes the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of negligence or willful misconduct on its part, conclusively rely upon an Officer’s Certificate.
(k) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, report, notice, request, direction, consent, order, bond, 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 takes may see fit, and, if the Trustee shall determine to make such further inquiry or omits investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company and the Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) 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 or the Notes.
(n) In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental 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.
(o) Unless otherwise specifically provided in good faith in reliance on such Officers’ Certificatethis Indenture, any demand, request, direction or Opinion notice from the Company shall be sufficient if signed by one Officer of Counsel, or boththe Company.
(p) The permissive rights of the Trustee enumerated herein shall not be construed as duties.
Appears in 2 contracts
Sources: Indenture (Madison Air Solutions Corp), Indenture (Madison Air Solutions Corp)
Rights of Trustee. Subject to Section 7.01 hereof:
(a1) 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, direction, consent, order, bond, debenture, note or any other document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b2) Any request or direction of the Company Issuers mentioned herein shall be sufficiently evidenced by a Company Request or an Officers’ CertificateOfficer’s Certificate and any resolution of the Board of Directors of the applicable Issuer or any committee thereof (or committee of officers or other representatives of the Issuers, to the extent any such committee or committees have been so authorized by the Board of Directors) may be sufficiently evidenced by a certified copy thereof.
(3) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both, and any resolution which shall conform to the provisions of the Board of Directors shall be sufficiently evidenced by a Board ResolutionSection 11.04 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or Opinion of Counselcertificate or opinion.
(c4) The Trustee may act through agents and counsel and shall not be responsible for the misconduct or negligence of any agent or counsel appointed by it with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d5) The Trustee shall not be liable for any action it takes takes, suffers or omits to take in good faith which it reasonably believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers.
(e6) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by the Trustee hereunder in good faith and in reliance thereon.
(7) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it the Trustee by this Indenture at the request or direction of any of the Holders holders of Securities Notes pursuant to this Indenture, unless such Holders holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(f) 8) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, appraisal, 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, if the Trustee shall determine to make such further investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h9) 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 of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the TrusteeTrustee from an Issuer, any Guarantor or any Noteholder written notice of such Default or Event of Default, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture.
(i10) Delivery of reportsThe rights, information privileges, protections, immunities and documents (benefits given to the Trustee, including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained thereinright to be indemnified, including the Company’s compliance with covenants under the Indenture, Securitiesare extended to, and guarantees shall be enforceable by, the Trustee in such capacity hereunder, and each agent (if anyincluding each Agent), as custodian and other Person employed to which the Trustee is entitled to rely exclusively on Officers’ Certificatesact hereunder.
(j11) The Trustee shall have no responsibility for monitoring may request that the CompanyCompany deliver an Officer’s compliance with any Certificate setting forth the names of its covenants under 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.
(k12) Anything in this Indenture notwithstanding, In no event shall the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Sources: Indenture (Skyterra Communications Inc), Indenture (Skyterra Communications Inc)
Rights of Trustee. (a) The In the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer's Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolutionboth conforming to Section 12.04. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officers’ the Officer's Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s 's conduct does not constitute negligence bad faith, willful misconduct or willful misconductnegligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the advice or Opinion of such counsel or Counsel with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, including any Opinion of Counsel.
(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 may conclusively rely upon and shall not be bound to make ascertain or inquire as to the performance or observance of any investigation into covenants, conditions, or agreements on the facts or matters stated in any resolutionpart of the Company, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documentexcept as otherwise set forth herein, but the TrusteeTrustee may require of the Company full information and advice as to the performance of the covenants, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fitconditions and agreements contained herein.
(h) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and, with respect to such permissive rights, the Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct;
(i) Except for an Event of Default under Sections 6.01(a)(1) or (2) hereof, 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 of the Trustee has actual knowledge thereof or unless shall have received from the Company or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding written notice of any event which is in fact such a default is received by the Trustee thereof at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture.
. In the absence of any such notice or actual knowledge, and except for a default under Sections 6.01(a)(1) or (i2) Delivery of reportshereof, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual may conclusively assume that no Default or constructive notice Event of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ CertificatesDefault exists.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(qk) Before In no event shall the Trustee acts be responsible or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for any action 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 and hardware) services, it takes 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.
(l) In no event shall the Trustee be responsible or omits liable for special, indirect, punitive 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.
(m) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an order of the Company and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution.
(n) 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, which certificate may be updated and delivered to the Trustee at any time by the Company in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothits discretion.
Appears in 2 contracts
Sources: Indenture (Hudbay Minerals Inc.), Indenture (Hudbay Minerals Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will 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 its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.
(f) The Trustee shall will 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 of Securities unless such Holders shall have offered to the Trustee indemnity and/or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee, and the Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the power conferred upon it by this Indenture other than for its own negligence or willful misconduct.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any Default or Event of Default hereunder unless a Responsible Officer of the Trustee shall be specifically notified in writing of such Default or Event of Default by the Issuers or by the Holders of at least 25% of the aggregate principal amount of Notes then outstanding, at the Corporate Trust Office of the Trustee, and such notice references the Notes, the Issuers and this Indenture.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agent, custodian and other Person employed to act hereunder, including, without limitation, the Notes Collateral Agent.
(j) Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance by the Issuers with respect to the covenants contained in Article 4.
(k) 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 and hardware) services or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility.
(l) The Trustee may consult with counsel of its selection request that the Issuers and the advice Guarantors deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at 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 without negligence and in good faith and in reliance thereontime to take specified actions pursuant to this Indenture.
(gm) 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, 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.
(n) The Trustee may conclusively rely upon and 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, note, other evidence of indebtedness indebtedness, or other paper or document, but the Trustee, in its discretion, Trustee may (but shall not be 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 will be entitled to examine the books, records, and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(ho) The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In connection with any proposed exchange of a certificated Note for a Global Note, each of the Issuers or DTC shall be required to provide or cause to be provided to the Trustee all information in its possession necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
(p) The Trustee shall not be deemed required to have notice give any bond or knowledge of any Default or Event of Default unless a Responsible Officer surety in respect of the performance of its powers and duties hereunder.
(q) The Trustee has actual knowledge thereof or unless written notice may request that the Issuers deliver a certificate setting forth the names of any event which is in fact individuals and/or titles of officers authorized at such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and time to take specified actions pursuant to this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(jr) The Trustee shall have no responsibility for monitoring obligation to calculate or verify the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 calculation of the likelihood of such loss or damage accrued and regardless of unpaid interest payable on the form of actionsNotes.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Sources: Indenture (Herbalife Ltd.), Indenture (Herbalife Ltd.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion 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 or additional liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein refrains from acting, it shall be sufficiently evidenced by entitled to receive an Officers’ Certificate, Certificate and an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and/or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or and/or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(fh) The Trustee may consult with counsel employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its selection rights 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 duties hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make responsible for any investigation into misconduct on 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.
(h) The Trustee shall not be deemed to have notice or knowledge part 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 the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenturethem selected with due care.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pj) 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.
(qk) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable 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 Issuer 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.
(m) Delivery of any 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 may conclusively rely on a certificate of an authorized Officer of the Issuer). The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatereason, or Opinion of Counsel, or boththis Indenture and the resignation and/or removal of the Trustee.
Appears in 2 contracts
Sources: Indenture (Energizer Holdings Inc), Indenture (Mens Wearhouse Inc)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any ------------------ document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ ' Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s 's conduct does not -------- ------- constitute negligence wilful misconduct or willful misconductnegligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection counsel, and the written advice or written opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with such advice or opinion of such counsel.
(f) Unless otherwise specifically provided herein, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into Company, the facts or matters stated in any resolutionPaying Agent, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstandingRegistrar, the Trustee shall not be responsible and any agent of the Company, the Paying Agent, the Registrar or liable for punitive, 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 may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of or on account of the likelihood principal of and, subject to the provisions of this Indenture, interest on such loss or damage Security and regardless for all other purposes; and neither the Company, the Paying Agent, the Registrar nor the Trustee nor any agent of the form of actions.
(l) Any permissive right of Company, the Trustee to take Paying Agent, the Registrar or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary that a matter be proved or established prior to taking, suffering or omitting affected by 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 Officers’ Certificate.
(p) The rights, privileges, protections, immunities and benefits given notice 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 hereundercontrary.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Sources: Indenture (Hudson Respiratory Care Inc), Exchange Indenture (Hudson Respiratory Care Inc)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ the Officer’s Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(gf) The Trustee may conclusively rely upon and In no event 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pg) 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.
(qh) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for required to give any action it takes bond or omits surety in respect of the performance of its powers and duties hereunder.
(i) 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.
(j) The Trustee shall be under no obligation to exercise any of the rights or powers vested in good faith it by this Indenture, the Securities or the Subsidiary Guarantees at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.
(k) Money held in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothtrust by the Trustee need not be segregated from other funds except to the extent required by law and will be held un-invested.
Appears in 2 contracts
Sources: Indenture (Murphy USA Inc.), Indenture (Murphy USA Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper personPerson. 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 Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) and its Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 without negligence and in good faith and in reliance thereon.
(gc) The Trustee may conclusively rely upon act through its attorneys and agents and shall not be bound responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to make 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 investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, noticedemand, request, directiondirection or notice from the Issuer or the Co-Issuer shall be sufficient if signed by an Officer of the Issuer or the Co-Issuer, 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 fitapplicable.
(hf) 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 or 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 the Trustee at the Corporate Trust Office of the TrusteeOffice, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture.
(ih) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, incidental 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 actionsaction.
(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 in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(j) [Reserved];
(k) Delivery of reports, information and documents (including without limitation reports contemplated under Section 4.03 hereof) 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 Issuers’ (and, prior to the Escrow Release Date, the Escrow Issuers’) compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’ compliance with the covenants or with respect to any reports or other documents filed with the SEC or ▇▇▇▇▇ or any website under the indenture, or participate in any conference calls.
(l) Any The permissive right rights of the Trustee to take or refrain from taking certain actions enumerated in under this Indenture shall not be construed as a dutyduty 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 Issuers (and, prior to the Escrow Release Date, the Escrow Issuers), personally or by agent or attorney, at the expense of the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) and shall incur no liability of any kind by reason of such inquiry or investigation.
(n) The Trustee may request that the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) 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; pandemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication servicesservices or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; accidents; strikes or similar labor disputes; and acts of civil or military authorities and governmental action.
(np) The Trustee shall not be liable with respect have no duty to any action taken or omitted inquire as to be taken by it in good faith in accordance with the direction performance of the Holders of a majority in principal amount of Issuers or the outstanding Securities of any SeriesEscrow Issuers, relating to the timeas applicable, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities covenants contained in Article 4 or to make any calculation in connection therewith or in connection with any redemption of such Series.
(o) Whenever in the administration of this Indenture Notes. In addition, except as otherwise expressly provided herein, the Trustee shall deem it reasonably necessary that a matter be proved have no obligation to monitor or established prior to taking, suffering or omitting any action hereunderverify compliance by the Issuers, the Trustee (unless Escrow Issuers or any Guarantor with any other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificateobligation or covenant under this Indenture.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Sources: Indenture (Hilton Grand Vacations Inc.), Indenture (Hilton Grand Vacations Inc.)
Rights of Trustee. (a) The Before the Trustee acts or refrains from acting, it may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolutionboth conforming to Section 12.03. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such the Officers’ Certificate and/or or Opinion of Counsel.
(cb) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(dc) 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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(fd) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, suffered or omitted to be taken by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, including any Opinion of Counsel.
(e) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(f) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements, or perform any calculation hereunder or in connection herewith, on the part of the Issuer (or Subsidiary Guarantor, as applicable), but the Trustee may require of the Issuer or Subsidiary Guarantors full information and advice as to the performance of the covenants, conditions and agreements contained herein.
(g) The permissive rights of the Trustee may conclusively rely upon and to do things enumerated in this Indenture shall not be bound construed as a duty and, with respect to make any investigation into such permissive rights, the facts Trustee shall not be answerable for anything other than its gross negligence 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 fitwillful misconduct.
(h) The Except for an Event of Default under Section 6.01(a)(1) or (2) hereof, the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless written notice of such Default or Event of Default shall have been given to 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 the Trustee Issuer or by any Holder of the Notes at the its Corporate Trust Office of the Trustee, and such notice references the Securities generally or Notes, the Securities of a particular Series Issuer and this Indenture. In the absence of any such notice, and except for a Default under Section 6.01(a)(1) or (2) hereof, the Trustee may conclusively assume that no Default or Event of Default exists.
(i) Delivery of reportsThe rights, information privileges, protections, immunities and documents (including, without limitation, reports contemplated in this Section) benefits given to the Trustee is hereunder, including its right of reimbursement for information purposes onlyfees and expenses (including attorney fees and expenses) and the right to be indemnified, are extended to, and shall be enforceable by, the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained thereinAgents and to each other agent, including the Company’s compliance with covenants under the Indenture, Securities, custodian and guarantees (if any), as Person employed to which the Trustee is entitled to rely exclusively on Officers’ Certificatesact hereunder.
(j) The 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 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 and hardware) services, it being understood that the Trustee shall have no responsibility for monitoring use reasonable efforts that are consistent with accepted practices in the Company’s compliance with any of its covenants banking industry to resume performance as soon as practicable under this Indenturethe circumstances.
(k) Anything in this Indenture notwithstanding, In no event shall the Trustee shall not be responsible or liable for punitive, special, indirect, punitive, incidental 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 actionsaction.
(l) Any permissive right request or direction of the Trustee to take Issuer or refrain from taking actions enumerated in this Indenture other Person mentioned herein shall not be construed as sufficiently evidenced by an Officers’ Certificate or certificate of an Officer of such other Person and any resolution of the Board of Directors of the Issuer or of such other Person may be sufficiently evidenced by a dutyboard resolution certified by the secretary or assistant secretary (or similar officer) of such Person.
(m) The Trustee shall not may request that the Issuer 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 responsible or liable for updated and delivered to the Trustee at any failure or delay time by the Issuer 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actiondiscretion.
(n) The Trustee shall not be liable with respect under no obligation to exercise any action taken of the rights or omitted to be taken powers vested in it by it in good faith in accordance with this Indenture at the request, order or direction of the percentage of Holders of a majority in principal amount of specified herein unless such Holders shall have furnished to (or caused to be furnished to) the outstanding Securities of any SeriesTrustee security and/or indemnity satisfactory to it against the costs, relating to expenses and liabilities, including attorneys’ fees and expenses, that might be incurred by the time, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee therein or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesthereby.
(o) Whenever Nothing in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the administration performance of this Indenture the Trustee shall deem it reasonably necessary that a matter be proved any of its duties or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence exercise of bad faith on any of its part, rely upon an Officers’ Certificaterights or powers if it shall have grounds for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not reasonably assured to it.
(p) The rightsNo provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, privilegesor suffer any action to be taken or omitted, protectionsin the performance of its duties or obligations under this Indenture, immunities and benefits given or to exercise any right or power hereunder, to the Trustee, including, without limitation, its right extent that taking or omitting to take such action or suffering such action to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereundertaken or omitted would violate applicable law.
(q) Before The Trustee may request that the Trustee acts or refrains from actingIssuer deliver an Officers’ Certificate setting forth the name of the individuals and/or titles of officers authorized at such time to take specific actions pursuant to this Indenture, it which Officers’ Certificate may require be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such Officers’ Certificate previously delivered and not superseded.
(r) The Trustee shall have no liability or Opinion responsibility for the action or inaction of Counselany Depositary.
(s) The Issuer will be responsible for making all calculations called for under this Indenture and with respect to any Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or both (unless other evidence is specifically prescribed herein)amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Trustee is entitled to rely conclusively on the accuracy of the Issuer’s calculations without independent verification and shall not be liable for any action it takes or omits to take fully protected in good faith in reliance on relying upon such Officers’ Certificate, or Opinion of Counsel, or bothcalculations.
Appears in 2 contracts
Sources: Indenture (Millrose Properties, Inc.), Indenture (Millrose Properties, Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon on any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the any such document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ ' Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of execute any agent appointed with due care. No Depository shall be deemed an agent of the Trustee trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or a custodian or nominee, and the Trustee shall not be responsible for any act misconduct or omission negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by any Depositoryit.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s 's conduct does not constitute wilful misconduct, negligence (other than errors in judgment) or willful misconductbad faith.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection counsel, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(g) The Trustee may conclusively rely upon and 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, 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.
(hf) The Trustee shall not be deemed required to have notice make any initial or knowledge periodic examination of any Default files or Event records related to the Receivables for the purpose of Default unless a Responsible Officer establishing the presence or absence of defects, the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received compliance by the Trustee at the Corporate Trust Office of the Trustee, Issuer with its representations and such notice references the Securities generally warranties or the Securities of a particular Series and this Indenturefor any other purpose.
(ig) Delivery of reportsIf the Trustee is also acting as Paying Agent or Note Registrar hereunder, information the rights and documents (including, without limitation, reports contemplated in this Section) protections afforded to the Trustee is for information purposes only, and the Trustee’s receipts thereof pursuant to this Article VI shall not constitute actual also be afforded to such Paying Agent or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ CertificatesNote Registrar.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 2 contracts
Sources: Indenture (Paragon Auto Receivables Corp), Indenture (Paragon Auto Receivables Corp)
Rights of Trustee. (a) The Trustee may conclusively rely on on, and shall be fully protected in acting or refraining from acting upon in reliance on any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document; if, however, the Trustee shall determine to make such further inquiry or investigation, it shall be entitled during normal business hours to examine the relevant books, records and premises of the Company, personally or by agent or attorney upon reasonable prior notice, at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate and/or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible for Any demand, request, notice or direction of the misconduct or negligence of any agent appointed with due care. No Depository Company mentioned herein shall be deemed an agent sufficiently evidenced by a Company Order, and any resolution of the Trustee and the Trustee Board of Directors shall not be responsible for any act or omission sufficiently evidenced by any Depositorya Board Resolution.
(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 the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection own 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 without negligence and in good faith and in reliance thereon.
(ge) The Trustee may conclusively rely upon act through agents or attorneys and shall not be bound responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(f) The Trustee shall not be liable for any action it takes or omits to make any investigation into the facts take in good faith which it believes to be authorized 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 within its discretion, may make such further inquiry rights or investigation into such facts or matters as powers conferred upon it may see fitby this Indenture.
(hg) The Except with respect to Section 4.01, where it acts as Paying Agent, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article 4. In addition, the Trustee shall not be deemed to have notice or knowledge of an Event of Default except (i) any Default or Event of Default unless occurring pursuant to Section 6.01(a) or (b) for which it acts as Paying Agent or (ii) any Default or Event of Default of which a Responsible Officer of the Trustee has actual knowledge thereof or unless who shall have direct responsibility for the administration of this Indenture shall have received written notice of any event notification, which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) , or obtained actual knowledge. Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee under Article 4 (other than Section 4.04 and 4.06) is for information informational purposes only, only and the Trustee’s receipts thereof receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture, Securities, and guarantees hereunder (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(jh) The Trustee shall be under no obligation to exercise any of the rights or powers vested by this Indenture at the request or demand of any of the Holders pursuant to this Indenture unless such Holders shall have no responsibility for monitoring offered to the Company’s Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities (including the fees and expense of its agents and counsel) which might be incurred by it in compliance with any of its covenants under this Indenturesuch request or demand.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) The rights, privileges, protections, immunities and benefits given to the Trustee, including, 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 Securities Agent, agent, custodian and other Person employed to act hereunder.
(qj) Before The Trustee may request that the Trustee acts or refrains from actingCompany 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, it which certificate may require 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.
(k) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee or Opinion any Securities Agent be liable or responsible under or in connection with this Indenture and the Securities for indirect, special, incidental, punitive or consequential losses or damages of Counselany kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee or such Securities Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
(l) No bond or surety shall be required of the Trustee with respect to performance of the Trustee’s duties and powers hereunder.
(m) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by this Indenture or the Securities.
(n) Any discretion, permissive right, or both (unless other evidence is specifically prescribed herein). The privilege of the Trustee hereunder shall not be liable for any action it takes deemed to be or omits to take in good faith in reliance on such Officers’ Certificate, otherwise construed as a duty or Opinion obligation of Counsel, or boththe Trustee hereunder.
Appears in 1 contract
Sources: Indenture (Azz Inc)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed 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 agent or attorney.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ ' Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s 's conduct does not constitute negligence wilful misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(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 request, order or direction of any of the Holders pursuant to the provisions of Securities this Indenture, unless such Holders shall have offered offered, and if requested, provided to the Trustee security or and indemnity reasonably satisfactory to it the Trustee against the costs, expenses and liabilities which might may be incurred by it in compliance with such request request, order, direction or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonexercise.
(g) The No permissive right of the Trustee may conclusively rely upon and to act hereunder 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, 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 construed as it may see fita duty.
(h) Except with respect to Section 4.01 hereof, the Trustee shall have no duty to inquire as to the performance of the Company's covenants in Article 4 hereof. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Sections 6.01(1) and 6.01(2) hereof or (ii) any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge.
(i) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default matter 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 thereof is received by the Trustee at the Corporate Trust Office of the Trustee, Trustee and such notice references the Securities generally Notes generally, the Company or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of be authorized to exercise its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 rights and regardless of the form of actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations remedies under this Indenture arising out of and the Security Documents through one 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionmore agents.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) The Trustee shall be under no obligation to exercise any of At the rights or powers vested in it by this Indenture at Company’s expense, the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection counsel, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(jf) The Trustee shall have no responsibility for monitoring the Company’s compliance with right to disclose any information disclosed or released to it if in the opinion of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirectTrustee, or consequential loss its legal counsel, it is required to disclose under any applicable laws, court order 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) administrative directions. The Trustee shall not be responsible or liable to any party for any failure loss or delay damage arising out of or in any way sustained or incurred or in any way relating to such disclosure.
(g) Notwithstanding anything to the contrary which may be contained herein, the Trustee shall not have any obligation to exercise any discretion in the performance of its obligations under hereunder and shall only be required to act upon the express written instructions of the Company or Securityholders as the case may be. If any provision of this Indenture arising out of imposes any obligation or causeddetermination to be taken or made by the Trustee and such provision does not expressly state who shall instruct or advise the Trustee, directly then such instruction or indirectly, advice shall be required to be provided to the Trustee 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionBoard Resolution.
(nh) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it and its Affiliates may buy, sell lend upon and deal in good faith in accordance the Securities and generally contract and enter into financial transactions with the direction of the Holders of a majority in principal amount of the outstanding Securities of any SeriesCompany or otherwise, relating without being liable to the time, method and place of conducting any proceeding account for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesprofits made thereby.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Indenture (Molson Coors Brewing Co)
Rights of Trustee. (a) The In the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the documentPerson.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolutionboth conforming to Section 12.03. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officers’ the Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, suffered or omitted to be taken by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, including any Opinion of Counsel.
(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 may conclusively rely upon and shall not be bound to make ascertain or inquire as to the performance or observance of any investigation into covenants, conditions, or agreements on the facts or matters stated in any resolutionpart of the Company, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documentexcept as otherwise set forth herein, but the TrusteeTrustee may require of the Company full information and advice as to the performance of the covenants, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fitconditions and agreements contained herein.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right rights of the Trustee to take or refrain from taking actions do things enumerated in this Indenture shall not be construed as a duty.
(m) The duty and, with respect to such permissive rights, the Trustee shall not be responsible answerable for other than its negligence 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionwillful misconduct.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) 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 Agent; provided, however, an Agent shall only be liable to the extent of its gross negligence or willful misconduct; and in and during an Event of Default, only the Trustee, and not any Agent, shall be subject to the prudent person standard.
(j) 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, epidemics, pandemics, disease, 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 resume performance as soon as practicable under the circumstances.
(k) In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental 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.
(l) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written order of the Company signed by an Officer and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution.
(m) 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, which certificate may be updated and delivered to the Trustee at any time by the Company in its discretion.
(n) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(o) Whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a certificate signed by one of the Company’s officers, as the case may be, and delivered to the Trustee and such certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.
(p) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable have no responsibility for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatepreparing, recording, filing, re-recording, or Opinion re-filing any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensuring the perfection or maintenance of Counsel, or bothany security interest granted pursuant to this Indenture.
Appears in 1 contract
Sources: Indenture (Ero Copper Corp.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuers as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuers.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee. 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such 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 or direction of any of the Holders of Securities unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses expenses, losses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound have no duty to make any investigation into inquire as to the facts or matters stated performance of the Issuers’ covenants in any resolutionArticle 4 hereof. In addition, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or (2) any Default or Event of Default of which a Responsible Officer of the Trustee has shall have received written notification or obtained actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureknowledge.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(jh) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions perform any discretionary act enumerated in this Indenture hereunder shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) 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 and other person employed to act hereunder and in its capacity as Trustee under any other agreement executed in connection with this Indenture to which the Trustee is a party.
(j) In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental 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 Trustee may request that the Company deliver an 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 Officers’ Certificate previously delivered and not superseded.
(l) Any request or direction of an Issuer mentioned herein shall be sufficiently evidenced by a written request or order signed by an Officer of such Issuer, and any resolution of the board of directors shall be sufficiently evidenced by a Board Resolution.
(m) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(n) 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, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; pandemics; 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; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).
(o) The Trustee shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Indenture, whether or not an original or a copy of such agreement has been provided to the Trustee.
(p) In the event that the Trustee obeys or complies with any such writ, order or decree it shall not be liable to any of the parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
(q) Before If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Indenture, or the Trustee acts is in doubt as to the action to be taken hereunder, the Trustee may, at its option, after sending written notice of the same to the Trustee, refuse to act until such time as it receives a written instruction, executed by each of the parties involved in such disagreement or refrains from actingdispute, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein)in a form reasonably acceptable to the Trustee. The Trustee will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Trustee may file an interpleader action in a state or federal court, and upon the filing thereof, the Trustee will be relieved of all liability and will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.
(r) The Trustee shall not be liable for have no duty (A) to see to any action it takes or omits to take in good faith in reliance on such Officers’ Certificaterecording, filing, or Opinion depositing of Counselthis Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or bothto see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind.
(s) Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service.
Appears in 1 contract
Sources: Indenture (Calumet, Inc. /DE)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon on any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ ' Certificate and/or or Opinion of Counsel. Whenever the Trustee is (i) unable to decide between alternative courses of action under this Indenture, (ii) unsure about the application of any provision of this Indenture or (iii) if this Indenture permits any determination by the Trustee or is silent or is incomplete about the course of action that the Trustee is required to take regarding a particular set of facts, the Trustee may give appropriate notice to the Company requesting an Officers' Certificate or Opinion of Counsel with respect to any such matter and, if the Trustee in good faith relies on such Officers' Certificate or Opinion of Counsel, the Trustee shall not be liable to the Holders or any other Person on account of its action or inaction. If the Trustee has not received appropriate instruction within 10 days of the notice (or within such shorter period as may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking any action not in violation of this Indenture that it deems to be in the best interests of the Holders and shall have no liability to the Holders for its action or inaction.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s 's conduct does not constitute willful misconduct, negligence or willful misconductbad faith.
(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or refrains from acting at the direction of the Company mentioned herein shall be sufficiently evidenced by Company, it may require an Officers’ Certificate, an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or Opinion Certificate. Any request or direction of Counselthe Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository Depositary shall be deemed an agent of the Trustee Trustee, and the Trustee shall not be responsible for any act or omission by any DepositoryDepositary.
(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 the its rights or powers conferred upon it by this Indenturepowers, provided that the Trustee’s conduct does not constitute negligence or willful misconductbad faith.
(e) The Trustee may consult with counsel, 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 without negligence and in good faith and in reliance thereon.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, note, other evidence of indebtedness or other paper or document, but document believed by the Trustee, in its discretion, may make such further inquiry Trustee to be genuine and to have been signed or investigation into such facts or matters as it may see fitdelivered by the proper person.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default Default, other than a failure by the Company to make any payment hereunder when due, unless written notice is received by 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 the Trustee at the Corporate Trust Office of the TrusteeOffice, and such notice references the Securities generally or the Securities of a particular Series and this IndentureIndenture and states that it is a notice of Default or Event of Default.
(i) Delivery The permissive rights of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof enumerated herein shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), be construed as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesduties.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profitlost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actionsaction.
(lk) Any permissive right of Neither the Trustee to take or refrain from taking actions enumerated in this Indenture nor any Agent shall not be construed as a duty.
(m) 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; wars; acts of terrorism; wars and other civil or military disturbances; sabotage; epidemicsepidemic; riots; interruptions; , loss or malfunction malfunctions of utilities, computer (hardware or software) or communication communications services; accidents; labor disputes; and acts of civil or military authorities and authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.
(nl) The Trustee shall not be liable with required to give any bond or surety in respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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 performance of its capacities powers and duties hereunder.
(qm) Before The Trustee may request that the Trustee acts or refrains from acting, it may require Company deliver an Officers’ Certificate, or Opinion Certificate setting forth the names of Counsel, or both the individuals and/or titles of Officers (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for any action it takes or omits with specimen signatures) authorized at such times to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothspecific actions pursuant to this Indenture.
Appears in 1 contract
Sources: Senior Indenture (BioAmber Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s 's conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(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 shall will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and In no event 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mh) The Trustee shall not be responsible required to take notice or liable for be deemed to have notice of any Event of Default, except failure or delay in of 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect Company to any action taken or omitted cause to be taken by it in good faith in accordance with the direction made any of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating payments required to the time, method and place of conducting any proceeding for any remedy available be made to the Trustee, or exercising any trust or power conferred upon unless a Responsible Officer shall be specifically notified by a writing of such default delivered to the Corporate Trust Office of the Trustee, under this Indenture with respect to the Securities of such Series.
(oi) Whenever in the administration The permissive rights of this Indenture the Trustee enumerated herein shall deem it reasonably necessary that a matter not 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, rely upon an Officers’ Certificateconstrued as duties.
(pj) The rights, privileges, protections, immunities and benefits given to Trustee may request that 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.
(q) Before the Trustee acts or refrains from acting, it may require Company deliver an Officers’ Certificate, or Opinion ' Certificate setting forth the names of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for any action it takes or omits individuals and/or titles of officers authorized at such time to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothspecified actions pursuant to this Indenture.
Appears in 1 contract
Sources: Indenture (Ocean Rig UDW Inc.)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon on any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ ' Certificate and/or or Opinion of Counsel. Whenever the Trustee is (i) unable to decide between alternative courses of action under this Indenture, (ii) unsure about the application of any provision of this Indenture or (iii) if this Indenture permits any determination by the Trustee or is silent or is incomplete about the course of action that the Trustee is required to take regarding a particular set of facts, the Trustee may give appropriate notice to the Company requesting an Officers' Certificate or Opinion of Counsel with respect to any such matter and, if the Trustee in good faith relies on such Officers' Certificate or Opinion of Counsel, the Trustee shall not be liable to the Holders or any other Person on account of its action or inaction. If the Trustee has not received appropriate instruction within 10 days of the notice (or within such shorter period as may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking any action not in violation of this Indenture that it deems to be in the best interests of the Holders and shall have no liability to the Holders for its action or inaction.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s 's conduct does not constitute willful misconduct, negligence or willful misconductbad faith.
(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Except with respect to Section 4.1, the Trustee may conclusively rely upon and shall not be bound have no duty to make any investigation into inquire as to the facts or matters stated performance of the Company with respect to the covenants contained in any resolutionArticle 4. In addition, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of an Event of Default except (i) any Default or Event of Default unless a Responsible Officer occurring pursuant to Sections 4.1, 6.1(a) or 6.1(b) or (ii) any Default or Event of Default of which the Trustee has shall have received written notification or obtained actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureknowledge.
(ih) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee under Section 4.2 is for information informational purposes only, only and the Trustee’s receipts thereof 's receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants under the Indenture, Securities, and guarantees hereunder (if any), as to which the Trustee is entitled to rely exclusively on Officers’ ' Certificates).
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon in accordance with any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.;
(b) Any request before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ ' Certificate and/or or Opinion of Counsel.;
(c) The the Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.;
(d) The 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 the its rights or powers conferred upon it by this Indenturepowers, provided that the Trustee’s 's conduct does not constitute willful misconduct, negligence or willful misconduct.bad faith;
(e) The the Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities 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;
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance acting in accordance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.; and
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts request 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the outstanding Securities Board of any Series, relating to Directors of the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such SeriesIssuer may be sufficiently evidenced by a Certified Board Resolution.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may rely on conclusively on, and shall be protected in acting or refraining from acting upon upon, any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in such document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the documentTrustee 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 sole cost and expense of the Company and it shall not incur any liability by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting hereunder, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ an Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and attorneys and shall not be responsible for the misconduct acts or negligence omissions of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it takes or omits to take in good faith which and reasonably believed by it believes to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, ; provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(e) The Trustee may consult with counsel of its choice, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee In no event shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mi) The Trustee shall not be responsible deemed to have notice of any Default or liable for Event of Default (other than a payment default of principal, premium or interest) unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any failure or delay event which is in fact such a Default is received by the performance Trustee at the Corporate Trust Office of its obligations under the Trustee, and such notice references the Securities and 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionIndenture.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pj) 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.
(qk) Before The Trustee may request that the Company and the Guarantor 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.
(l) 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 acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both shall use its best efforts to resume performance as soon as practicable under the circumstances.
(unless other evidence is specifically prescribed herein). m) The Trustee shall not be liable for any action taken or omitted by it takes or omits to take in good faith in reliance on such Officers’ Certificateand believed by it to be authorized or within the discretion, rights or Opinion of Counsel, or bothpowers conferred upon it by this Indenture.
Appears in 1 contract
Sources: Indenture (Cencosud S.A.)
Rights of Trustee. (a) The Trustee may rely on conclusively on, and shall be protected in acting or refraining from acting upon upon, any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in such document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the documentTrustee 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 sole cost and expense of the Company and it shall not incur any liability by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting hereunder, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ an Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and attorneys and shall not be responsible for the misconduct acts or negligence omissions of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it takes or omits to take in good faith which and reasonably believed by it believes to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, ; provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(e) The Trustee may consult with counsel of its choice, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee In no event shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mi) The Trustee shall not be responsible deemed to have notice of any Default or liable for Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any failure or delay event which is in fact such a Default is received by the performance Trustee at the Corporate Trust Office of its obligations under the Trustee, and such notice references the Securities and 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionIndenture.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pj) 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.
(qk) Before The Trustee may request that the Company and the Guarantor 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.
(l) 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 acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both shall use its best efforts to resume performance as soon as practicable under the circumstances.
(unless other evidence is specifically prescribed herein). m) The Trustee shall not be liable for any action taken or omitted by it takes or omits to take in good faith in reliance on such Officers’ Certificateand believed by it to be authorized or within the discretion, rights or Opinion of Counsel, or bothpowers conferred upon it by this Indenture.
Appears in 1 contract
Sources: Indenture (Cencosud S.A.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificateinstruction, an Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ instruction, Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any DepositoryDepositary.
(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 the its rights or powers conferred upon it by this Indenturepowers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) The Trustee may at the Issuer’s expense 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 without willful misconduct or negligence, and in reliance thereon.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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 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.
(h) The Trustee shall 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 thereof, or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is be liable to any person for information purposes onlyspecial, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, consequential or consequential incidental loss or damage of any kind whatsoever (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 actionsaction.
(lj) Any The permissive right of the Trustee to take or refrain from taking the actions enumerated in permitted by this Indenture shall not be construed as a dutyan obligation or duty to do so.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pk) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Indenture (Phillips 66 Partners Lp)
Rights of Trustee. (ai) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion 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.
(bii) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ Certificate and/or or Opinion of Counsel.
(ciii) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(div) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(fv) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(gvi) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right rights of the Trustee to take or refrain from taking actions do things enumerated in this Indenture shall not be construed as a dutyduty unless so specified herein.
(mvii) In no event shall the Trustee be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
(viii) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(ix) The Trustee shall not be responsible for delays or liable for any failure or delay failures in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances resulting from acts beyond its reasonable control. Such acts shall include but not be limited to acts of God, includingstrikes, without limitationlockouts, riots, acts of God; earthquakes; war, epidemics, governmental regulations superimposed after the fact, fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, communication line failures, computer (hardware viruses, power failures, earthquakes, terrorist attacks or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionother disasters.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Indenture (SFX Entertainment, INC)
Rights of Trustee. (a) The Each of the Trustee and the Notes Collateral Agent may conclusively rely on and shall be fully protected in acting or refraining from acting upon any upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper personPerson not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Neither the Trustee need not nor the Notes Collateral Agent needs investigate any fact or matter stated in the document.
(b) Any request Before the Trustee or direction of the Company mentioned herein shall be sufficiently evidenced by Notes Collateral Agent acts or refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of . Neither the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not nor the Notes Collateral Agent will be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. Each of the Trustee and the Notes Collateral Agent may consult with counsel reasonably selected by it and the advice of such counsel or any Opinion of Counsel will 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 Each of the Trustee and the Notes Collateral Agent may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent .
(d) Each of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall Notes Collateral Agent will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconductIntercreditor Agreements and the Security Documents.
(e) The Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.
(f) Each of the Trustee shall and the Notes Collateral Agent will 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 of Securities unless such Holders shall have offered to the Trustee or the Notes Collateral Agent, as applicable, indemnity or security or indemnity satisfactory to it the Trustee or the Notes Collateral Agent, as applicable, against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Each of the Trustee or the Notes Collateral Agent may conclusively rely upon employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for purposes of determining and discharging its rights and duties hereunder and shall not be bound to make responsible for any investigation into misconduct on the facts or matters stated in party of 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 fitthem.
(h) The Trustee In no event shall 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 written notice of any event which is in fact such a default is received by nor the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not Notes Collateral Agent be responsible or liable for punitive, special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Notes Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionsaction.
(i) Neither the Trustee nor the Notes Collateral Agent shall be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee or the Notes Collateral Agent, as applicable, has actual knowledge thereof or unless written notice of such a Default or Event of Default is received by the Trustee or the Notes Collateral Agent, as applicable, at the Corporate Trust Office of the Trustee or the Notes Collateral Agent, as applicable, and such notice references the Notes and this Indenture.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee and the Notes Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Notes Collateral Agent, as applicable, in each of its capacities hereunder and whenever acting in any capacity under the Security Documents or the Intercreditor Agreements, and each agent, custodian and other Person employed to act hereunder or under the Intercreditor Agreements or any Security Document.
(k) Each of the Trustee and the Notes Collateral Agent may request that the Issuer 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 (i.e. an Incumbency Certificate).
(l) Any permissive right Neither the Trustee nor the Notes Collateral Agent shall be required to give any bond or surety in respect of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a dutyperformance of its powers and duties hereunder.
(m) The Trustee and the Notes Collateral Agent shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any Security Documents or the Intercreditor Agreements, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the Intercreditor Agreements, the Security Documents or any other agreement, instrument or document, (iii) the creation, perfection or priority of any Lien purported to be created by the Security Documents, (iv) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in any Security Documents, other than to confirm receipt of items expressly required to be delivered to the Trustee or the Notes Collateral Agent, as applicable.
(n) Neither the Trustee nor the Notes Collateral Agent shall have any obligation whatsoever to assure that the Collateral exists or is owned by the Issuer or Guarantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuer’s or the Guarantors’ property constituting collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, enforceability, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture, any Security Document or the Intercreditor Agreements other than pursuant to the instructions of the Holders of a majority in aggregate principal amount of the Notes in accordance with this Indenture or as otherwise provided in the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Notes Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing.
(o) Neither the Trustee nor the Notes Collateral Agent shall be responsible or liable for any failure or delay in the performance of its obligations under this Indenture Indenture, the Intercreditor Agreements or the Security Documents 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; pandemics; quarantines; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction unavailability of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, Federal Reserve Bank wire or exercising any trust telex or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary that a matter be proved other wire 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, rely upon an Officers’ Certificatecommunication facility.
(p) The rightsNeither the Trustee nor the Notes Collateral Agent shall be responsible or liable for the environmental condition or any contamination of any property secured by any mortgage or deed of trust or for any diminution in value of any such property as a result of any contamination of the property by any hazardous substance, privilegeshazardous material, protectionspollutant or contaminant. Neither the Trustee nor the Notes Collateral Agent shall be liable for any claims by or on behalf of the Holders or any other person or entity arising from contamination of the property by any hazardous substance, immunities and benefits given to the Trusteehazardous material, including, without limitation, its right to be indemnified, are extended topollutant or contaminant, and shall be enforceable byhave no duty or obligation to assess the environmental condition of any such property or with respect to compliance of any such property under state or federal laws pertaining to the transport, the Trustee in each of its capacities hereunderstorage, treatment or disposal of, hazardous substances, hazardous materials, pollutants, or contaminants or regulations, permits or licenses issued under such laws.
(q) Before Neither the Trustee acts nor the Notes Collateral Agent shall be under any obligation to effect or refrains maintain insurance or to renew any policies of insurance or to make any determination or inquire as to the sufficiency of any policies of insurance carried by the Issuer 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.
(r) Neither the Trustee nor the Notes Collateral Agent shall be obligated to acquire possession of or take any action with respect to any property secured by a mortgage or deed of trust, if as a result of such action, the Trustee or the Notes Collateral Agent would be considered to hold title to, to be a “mortgagee in possession of”, or to be an “owner” or “operator” of such property within the meaning of the Comprehensive Environmental Responsibility Cleanup and Liability Act of 1980, as amended from actingtime to time, unless the Trustee or the Notes Collateral Agent has previously determined, based upon a report prepared by a person who regularly conducts environmental audits, that (i) such property is in compliance with applicable environmental laws or, if not, that it would be in the best interest of the Holders to take such actions as are necessary for such property to comply therewith and (ii) there are not circumstances present at such property relating to the use, management or disposal of any hazardous wastes for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Holders to take such actions with respect to such property. Notwithstanding the foregoing, before taking any such action, the Trustee or the Notes Collateral Agent may require that a satisfactory indemnity bond or environmental impairment insurance be furnished to it for the payment or reimbursement of all expenses to which it may require an Officers’ Certificatebe put and to protect it against all liability resulting from any claims, judgments, damages, losses, fees, penalties or Opinion expenses which may result from such action.
(s) Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance by the Issuer or the Holders with or with respect to any securities or tax laws (including but not limited to any United States federal or state or other securities or tax laws), or, except as specifically provided herein, obtain documentation on any transfers or exchanges of Counsel, the Notes. Nothing in this provision shall be deemed to limit the Trustee’s or both any Agent’s duty to comply with any obligations it may have pursuant to applicable law.
(unless other evidence is specifically prescribed herein). t) The Trustee shall not be liable for any action it takes act, omission, breach, misconduct or omits liability whatsoever of the Notes Collateral Agent and the Notes Collateral Agent shall not be liable for any act, omission, breach, misconduct or liability whatsoever of the Trustee.
(u) The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any reason, of this Indenture the resignation and/or removal of the Trustee or the Notes Collateral Agent, as applicable, and with respect to take in good faith in reliance on such Officers’ Certificatethe Notes Collateral Agent, or Opinion the termination of Counselthe Pari Passu Intercreditor and Collateral Agency Agreement and winding up of the trust formed thereby.
(v) The permissive rights of the Trustee and Notes Collateral Agent under this Indenture, or boththe Intercreditor Agreements and the Security Documents shall not be construed as duties.
Appears in 1 contract
Sources: Indenture (LSB Industries Inc)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuers as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuers.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee. 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such 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 or direction of any of the Holders of Securities unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses expenses, losses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound have no duty to make any investigation into inquire as to the facts or matters stated performance of the Issuers’ covenants in any resolutionArticle 4 hereof. In addition, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or (2) any Default or Event of Default of which a Responsible Officer shall have received written notification or obtained actual knowledge.
(h) The right of the Trustee has actual knowledge thereof or unless written notice of to perform any event which is in fact such discretionary act enumerated hereunder shall not be construed as a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureduty.
(i) Delivery of reportsThe rights, information privileges, protections, immunities and documents (benefits given to the Trustee, including, without limitation, reports contemplated in this Section) its right to be indemnified, are extended to, and shall be enforceable by, the Trustee is for information purposes only, in each of its capacities hereunder and the Trustee’s receipts thereof shall not constitute actual or constructive notice of each agent and other person employed to act hereunder and in its capacity as Trustee under any information contained therein or determinable from information contained therein, including the Company’s compliance other agreement executed in connection with covenants under the Indenture, Securities, and guarantees (if any), as this Indenture to which the Trustee is entitled to rely exclusively on Officers’ Certificatesa party.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actionsaction.
(k) The Trustee may request that the Company deliver an 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 Officers’ Certificate previously delivered and not superseded.
(l) Any permissive right request or direction of an Issuer mentioned herein shall be sufficiently evidenced by a written request or order signed by an Officer of such Issuer, and any resolution of the Trustee to take or refrain from taking actions enumerated in this Indenture board of directors shall not be construed as sufficiently evidenced by a dutyBoard Resolution.
(m) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(n) 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, including without limitation, acts of God; earthquakes; firefires; floodfloods; terrorismwars; wars and other civil or military disturbances; sabotage; epidemics; riots; interruptions; , loss or malfunction malfunctions of utilities, computer (hardware or software) or communication services; communications service, accidents; labor disputes; and acts of civil or military authorities and authority or governmental action.
actions (n) The it being understood that the Trustee shall not be liable with respect use commercially reasonable efforts to any action taken or omitted to be taken by it in good faith in accordance with resume performance as soon as practicable under the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriescircumstances).
(o) Whenever in the administration of this Indenture the The Trustee shall deem it reasonably necessary that neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Indenture, whether or not an original or a matter be proved or established prior copy of such agreement has been provided 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, rely upon an Officers’ CertificateTrustee.
(p) The rights, privileges, protections, immunities and benefits given to In the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, event that the Trustee in each obeys or complies with any such writ, order or decree it shall not be liable to any of its capacities hereunderthe parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
(q) Before If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Indenture, or the Trustee acts is in doubt as to the action to be taken hereunder, the Trustee may, at its option, after sending written notice of the same to the other parties hereto, refuse to act until such time as it receives a written instruction, executed by each of the parties involved in such disagreement or refrains from actingdispute, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein)in a form reasonably acceptable to the Trustee. The Trustee will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Trustee may file an interpleader action in a state or federal court, and upon the filing thereof, the Trustee will be relieved of all liability and will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.
(r) The Trustee shall not be liable for have no duty (A) to see to any action it takes or omits to take in good faith in reliance on such Officers’ Certificaterecording, filing, or Opinion depositing of Counselthis Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or bothto see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance or (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind.
(s) Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service.
Appears in 1 contract
Sources: Indenture (Calumet Specialty Products Partners, L.P.)
Rights of Trustee. (a) The Before the Trustee acts or refrains from acting, it may rely on and shall be protected in acting require an Officer’s Certificate or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolutionboth conforming to Section 12.03. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officers’ the Officer’s Certificate and/or or Opinion of Counsel.
(cb) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(dc) 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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence bad faith, willful misconduct or willful misconductnegligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(fd) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, suffered or omitted to be taken by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, including any Opinion of Counsel.
(e) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(f) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements, or perform any calculation hereunder or in connection herewith, on the part of the Issuer (or Subsidiary Guarantor, as applicable), but the Trustee may require of the Issuer full information and advice as to the performance of the covenants, conditions and agreements contained herein.
(g) The permissive rights of the Trustee may conclusively rely upon and to do things enumerated in this Indenture shall not be bound construed as a duty and, with respect to make any investigation into such permissive rights, the facts Trustee shall not be answerable for anything other than its negligence 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.willful misconduct;
(h) The Except for an Event of Default under Section 6.01(a)(1) or (2) hereof, 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 of the Trustee has actual knowledge thereof or unless written notice thereof. In the absence of any event which is in fact such notice or actual knowledge, and except for a default is received by Default under Section 6.01(a)(1) or (2) hereof, the Trustee at the Corporate Trust Office may conclusively assume that no Default or Event of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this IndentureDefault exists.
(i) Delivery of reportsThe rights, information privileges, protections, immunities and documents (including, without limitation, reports contemplated in this Section) benefits given to the Trustee is hereunder, including their respective right of reimbursement for information purposes onlyfees and expenses (including attorney fees and expenses) and the right to be indemnified, are extended to, and shall be enforceable by, the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained thereinAgents and to each other agent, including the Company’s compliance with covenants under the Indenture, Securities, custodian and guarantees (if any), as Person employed to which the Trustee is entitled to rely exclusively on Officers’ Certificatesact hereunder.
(j) The 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 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 and hardware) services, it being understood that the Trustee shall have no responsibility for monitoring use reasonable efforts which are consistent with accepted practices in the Company’s compliance with any of its covenants banking industry to resume performance as soon as practicable under this Indenturethe circumstances.
(k) Anything in this Indenture notwithstanding, In no event shall the Trustee shall not be responsible or liable for punitive, special, indirect, punitive, incidental 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 actionsaction.
(l) Any permissive right request or direction of the Trustee to take Issuer or refrain from taking actions enumerated in this Indenture other Person mentioned herein shall not be construed as sufficiently evidenced by an Officer’s Certificate or certificate of an Officer of such other Person and any resolution of the Board of Directors of the Issuer or of such other Person may be sufficiently evidenced by a dutyboard resolution certified by the secretary or assistant secretary (or similar officer) of such Person.
(m) The Trustee shall not may request that the Issuer 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 responsible or liable for updated and delivered to the Trustee at any failure or delay time by the Issuer 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actiondiscretion.
(n) The Trustee shall not be liable with respect under no obligation to exercise any action taken of the rights or omitted to be taken powers vested in it by it in good faith in accordance with this Indenture at the request, order or direction of the percentage of Holders of a majority in principal amount of specified herein unless such Holders shall have furnished to (or caused to be furnished to) the outstanding Securities of any SeriesTrustee security or indemnity reasonably satisfactory to it against the costs, relating to expenses and liabilities, including attorneys’ fees and expenses, that might be incurred by the time, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee therein or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesthereby.
(o) Whenever Nothing in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the administration performance of this Indenture the Trustee shall deem it reasonably necessary that a matter be proved any of its duties or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence exercise of bad faith on any of its part, rely upon an Officers’ Certificaterights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(p) The rightsNo provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, privilegesor suffer any action to be taken or omitted, protectionsin the performance of their respective duties or obligations under this Indenture, immunities and benefits given or to exercise any right or power thereunder, to the Trustee, including, without limitation, its right extent that taking or omitting to take such action or suffering such action to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereundertaken or omitted would violate applicable law binding upon them.
(q) Before The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the name of the individuals and/or titles of officers authorized at such time to take specific 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 Officer’s Certificate previously delivered and not superseded.
(r) To help fight the funding of terrorism and money laundering activities, the Trustee acts shall obtain, verify, and record information that identifies individuals or refrains from acting, it may require entities that establish a relationship or open an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein)account with the Trustee. The Trustee shall not be liable ask for any action it takes the name, address, tax identification number and other information that shall allow the Trustee to identify the individual or omits to take in good faith in reliance on entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such Officers’ Certificateas articles of incorporation, an offering memorandum, or Opinion other identifying documents to be provided.
(s) Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail shall be encrypted. The recipient of Counsel, the email communication shall be required to complete a one-time registration process.
(t) Trustee shall have no liability or bothresponsibility for the action or inaction of any Depositary.
Appears in 1 contract
Sources: Indenture (Howard Hughes Corp)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate or verify any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. No such Officer’s Certificate or Opinion of Counsel shall be at the expense of the Trustee. The Trustee may consult with counsel appointed with due care and the advice of such counsel or any Opinion of Counsel will 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 accordance with the advice or such opinion of such counsel.
(c) The Trustee may act through agents its agents, attorneys, custodians and shall nominees and will not be responsible for the misconduct or negligence of any agent agent, attorney, custodian or nominee appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes takes, suffers or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(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 shall will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the losses, costs, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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, including without limitation, acts of God; earthquakes; firefires; floodfloods; terrorismwars; wars and other civil or military disturbances; sabotage; epidemics; riots; interruptions; , loss or malfunction malfunctions of utilities, computer (hardware or software) or communication services; communications service, accidents; labor disputes; and acts of civil or military authorities 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).
(h) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and governmental regardless of the form of action.
(ni) The Trustee shall have no obligation to invest and reinvest any cash held in any account in the absence of timely and specific written investment direction from the Company. 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.
(j) Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Company, or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be liable with respect responsible for any inaccuracy in the information obtained from the Company or for the any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of perform its duties as set forth herein as a majority in principal amount of the outstanding Securities result of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, inaccuracy or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesincompleteness.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pk) The rights, privileges, protections, immunities and benefits given to the Trustee, 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.
(ql) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable required to expend or risk its own funds or otherwise incur financial liability for the performance of any action it takes of its duties hereunder or omits the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or reasonably adequate indemnity against such risk or liability is not assured to take in good faith in reliance on such Officers’ Certificateit.
(m) The Trustee shall not have any duty (i) to see to any recording, filing or depositing of this Indenture or any Indenture referred to herein or any financing statement or continuation statement evidencing a security interest, or Opinion to see to the maintenance of Counselany such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to see to any insurance.
(n) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(o) To the extent not inconsistent herewith, the rights, protections and immunities afforded to the Trustee pursuant to this Indenture also shall be afforded to the Paying Agent and the Registrar.
(p) 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, if applicable, or bothother identifying documents to be provided.
Appears in 1 contract
Sources: Indenture (QGOG Constellation S.A.)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuers as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuers.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee. 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such 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 or direction of any of the Holders of Securities unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses expenses, losses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound have no duty to make any investigation into inquire as to the facts or matters stated performance of the Issuers’ covenants in any resolutionArticle 4 hereof. In addition, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or (2) any Default or Event of Default of which a Responsible Officer shall have received written notification or obtained actual knowledge.
(h) The right of the Trustee has actual knowledge thereof or unless written notice of to perform any event which is in fact such discretionary act enumerated hereunder shall not be construed as a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureduty.
(i) Delivery of reportsThe rights, information privileges, protections, immunities and documents (benefits given to the Trustee, including, without limitation, reports contemplated in this Section) its right to be indemnified, are extended to, and shall be enforceable by, the Trustee is for information purposes only, in each of its capacities hereunder and the Trustee’s receipts thereof shall not constitute actual or constructive notice of each agent and other person employed to act hereunder and in its capacity as Trustee under any information contained therein or determinable from information contained therein, including the Company’s compliance other agreement executed in connection with covenants under the Indenture, Securities, and guarantees (if any), as this Indenture to which the Trustee is entitled to rely exclusively on Officers’ Certificatesa party.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actionsaction.
(k) The Trustee may request that the Company deliver an 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 Officers’ certificate previously delivered and not superseded.
(l) Any permissive right request or direction of an Issuer mentioned herein shall be sufficiently evidenced by a written request or order signed by an Officer of such Issuer, and any resolution of the Trustee to take or refrain from taking actions enumerated in this Indenture board of directors shall not be construed as sufficiently evidenced by a dutyBoard Resolution.
(m) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(n) 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, including without limitation, acts of God; earthquakes; firefires; floodfloods; terrorismwars; wars and other civil or military disturbances; sabotage; epidemics; riots; interruptions; , loss or malfunction malfunctions of utilities, computer (hardware or software) or communication services; communications service, accidents; labor disputes; and acts of civil or military authorities and authority or governmental actionactions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).
(no) In the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Collateral, the Trustee is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Trustee obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
(p) Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Issuers, or any of their directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may assume performance by all such Persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other Person.
(q) Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service.
(r) Each Party agrees that, for tax reporting purposes, the Collateral shall be deemed to be the property of the Company and all interest and other income from investment of the Collateral if any shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Company, whether or not such income was disbursed during such calendar year.
(s) The Trustee shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Collateral, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto.
(t) The Trustee shall not be liable charged with respect to knowledge of (A) any action taken events or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trusteeother information, or exercising (B) any trust or power conferred upon the Trustee, default under this Indenture with respect to the Securities any agreement unless a Responsible Officer of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificatehave actual knowledge thereof.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Indenture (Calumet Specialty Products Partners, L.P.)
Rights of Trustee. (a) The Each of the Trustee and the Notes Collateral Agent may conclusively rely on and shall be fully protected in acting or refraining from acting upon any upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper personPerson not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Neither the Trustee need not nor the Notes Collateral Agent needs investigate any fact or matter stated in the document.
(b) Any request Before the Trustee or direction of the Company mentioned herein shall be sufficiently evidenced by Notes Collateral Agent acts or refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of . Neither the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not nor the Notes Collateral Agent will be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel.. Each of the Trustee and the Notes Collateral Agent may consult with counsel reasonably selected by it and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from
(c) The Each of the Trustee and the Notes Collateral Agent may act through its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent .
(d) Each of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall Notes Collateral Agent will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconductIntercreditor Agreements and the Security Documents.
(e) The Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.
(f) Each of the Trustee shall and the Notes Collateral Agent will 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 of Securities unless such Holders shall have offered to the Trustee or the Notes Collateral Agent, as applicable, indemnity or security or indemnity satisfactory to it the Trustee or the Notes Collateral Agent, as applicable, against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Each of the Trustee or the Notes Collateral Agent may conclusively rely upon employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for purposes of determining and discharging its rights and duties hereunder and shall not be bound to make responsible for any investigation into misconduct on the facts or matters stated in party of 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 fitthem.
(h) The Trustee In no event shall 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 written notice of any event which is in fact such a default is received by nor the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not Notes Collateral Agent be responsible or liable for punitive, special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Notes Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(ni) The Neither the Trustee nor the Notes Collateral Agent shall not be liable with respect deemed to have notice of any action taken Default or omitted to be taken by it in good faith in accordance with the direction Event of Default unless a Responsible Officer of the Holders Trustee or the Notes Collateral Agent, as applicable, has actual knowledge thereof or unless written notice of such a majority in principal amount Default or Event of Default is received by the Trustee or the Notes Collateral Agent, as applicable, at the Corporate Trust Office of the outstanding Securities of any SeriesTrustee or the Notes Collateral Agent, relating to as applicable, and such notice references the time, method Notes and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such SeriesIndenture.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pj) The rights, privileges, protections, immunities and benefits given to the TrusteeTrustee and the Notes Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Notes Collateral Agent, as applicable, in each of its capacities hereunderhereunder and whenever acting in any capacity under the Security Documents or the Intercreditor Agreements, and each agent, custodian and other Person employed to act hereunder or under the Intercreditor Agreements or any Security Document.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Exchange Agreement (Better Home & Finance Holding Co)
Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):
(a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document reasonably believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the any such document.
(b) Any request Before the Trustee acts or direction of refrains from taking any act, the Company mentioned herein shall be sufficiently evidenced by Trustee may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action taken or omitted to be taken by it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or such Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent; provided, however, that any such agent is appointed by the Trustee with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action taken or omitted to be taken by it takes or omits to take in good faith which it reasonably believes to be authorized or within the its rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it the Trustee hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(gf) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee (i) with respect to an Event of Default under Section 6.01(i) and (ii) hereof, has actual knowledge thereof thereof, or (ii) otherwise, 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 Securities generally or Debt Securities, the Securities of a particular Series Company and this Indenture.
(ig) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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 agent, custodian and other Person employed to act hereunder, including, without limitation, the Registrar, Paying Agent and Authenticating Agent.
(qh) Before the Trustee acts or refrains from actingmay 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, it which Officer’s Certificate may require be signed by any person authorized to sign an Officers’ Officer’s Certificate, or Opinion including any person specified as so authorized in any such certificate previously delivered and not superseded.
(i) The permissive rights of Counsel, or both (unless other evidence is specifically prescribed herein). The the Trustee shall set forth in this Indenture will not be liable construed as duties imposed on the Trustee.
(j) 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.
(k) Neither the Trustee , the Paying Agent nor the Registrar will have any responsibility or liability to any person for any action it takes taken or omits 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 conclusively rely, without investigation, on any information provided by the Depositary.
(l) The Trustee 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 in good faith in reliance on such Officers’ 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 required to give any bond or Opinion surety in respect of Counselthe execution of the trusts, or bothpowers, and duties under this Indenture.
Appears in 1 contract
Sources: Subordinated Indenture (FMC Corp)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuers as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuers.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee. 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 its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such 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 or direction of any of the Holders of Securities unless such Holders Holder shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses expenses, losses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound have no duty to make any investigation into inquire as to the facts or matters stated performance of the Issuers’ covenants in any resolutionArticle 4 hereof. In addition, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or (2) any Default or Event of Default of which a Responsible Officer of the Trustee has shall have received written notification or obtained actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureknowledge.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(jh) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions perform any discretionary act enumerated in this Indenture hereunder shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) 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 and other person employed to act hereunder and in its capacity as Trustee under any other agreement executed in connection with this Indenture to which the Trustee is a party.
(j) In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental 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 Trustee may request that the Company deliver an 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 Officers’ Certificate previously delivered and not superseded.
(l) Any request or direction of an Issuer mentioned herein shall be sufficiently evidenced by a written request or order signed by an Officer of such Issuer, and any resolution of the board of directors shall be sufficiently evidenced by a Board Resolution.
(m) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(n) 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, any act or provision of any present or future law or regulation or governmental authority; 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; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).
(o) The Trustee shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Indenture, whether or not an original or a copy of such agreement has been provided to the Trustee.
(p) In the event that any Collateral shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Collateral, the Trustee is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Trustee obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
(q) Before Neither the Trustee acts nor any of its directors, officers, employees, agents or refrains from acting, it may require an Officers’ Certificateaffiliates shall be responsible for nor have any duty to monitor the performance or any action of the Issuers, or Opinion any of Counseltheir directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may assume performance by all such Persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other Person.
(r) The Trustee shall have no duty (A) to see to any recording, filing, or both depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (unless B) to see to any insurance or (C) to see to the payment or discharge of any tax, assessment, or other evidence is specifically prescribed governmental charge or any lien or encumbrance of any kind.
(s) Notwithstanding anything to the contrary herein). , the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service.
(t) Each Party agrees that, for tax reporting purposes, the Collateral shall be deemed to be the property of the Company and all interest and other income from investment of the Collateral if any shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Company, whether or not such income was disbursed during such calendar year.
(u) The Trustee shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Collateral, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto.
(v) The Trustee shall not be liable for charged with knowledge of (A) any action it takes events or omits to take in good faith in reliance on such Officers’ Certificateother information, or Opinion (B) any default under any agreement unless a Responsible Officer of Counsel, or boththe Trustee shall have actual knowledge thereof.
Appears in 1 contract
Sources: Indenture (Calumet Specialty Products Partners, L.P.)
Rights of Trustee. Subject to the provisions of ----------------- Section 315 of the TIA:
(a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon relying on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents agents, attorneys, custodians and nominees and shall not be responsible for the misconduct or negligence of any agent attorney, custodian and/or nominee appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s 's conduct does not constitute negligence wilful -------- ------- misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) Any request or direction of the Company addressed to the Trustee shall be sufficiently evidenced by a writing signed in the name of the Company by a Company Officer and any resolution of the Board of Directors shall be sufficiently evidenced by a resolution of the Board of Directors.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which that might be incurred by the Trustee in the event that it acts in compliance with such request or direction.
(fh) The In the event that the Trustee may consult with counsel of its selection is also acting as Paying Agent or Registrar hereunder, the rights and protections afforded to the advice of Trustee pursuant to this Article 7 shall also be afforded to such counsel Paying Agent 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 without negligence and in good faith and in reliance thereonRegistrar.
(g) The Trustee may conclusively rely upon and 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, 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.
(hi) The Trustee shall not be deemed to have notice or charged with knowledge of any Default of Event of Default unless either (i) a Trust Officer shall have actual knowledge - of such Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless (ii) written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office Default or -- Event of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) Default shall have been given to the Trustee is for information purposes only, and by the Trustee’s receipts thereof shall not constitute actual Company or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ CertificatesHolder.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Indenture (Iron Age Corp)
Rights of Trustee. (a) The In the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the documentPerson.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolutionboth conforming to Section 12.03. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officers’ the Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or with respect to legal matters relating to this Indenture and the Notes, including any Opinion of Counsel Counsel, shall be full and complete authorization and protection from liability in respect of to any action taken, suffered or omitted to be taken by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel, including any Opinion of Counsel.
(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 may conclusively rely upon and shall not be bound to make ascertain or inquire as to the performance or observance of any investigation into covenants, conditions, or agreements on the facts or matters stated in any resolutionpart of the Company, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documentexcept as otherwise set forth herein, but the TrusteeTrustee may require of the Company full information and advice as to the performance of the covenants, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fitconditions and agreements contained herein.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right rights of the Trustee to take or refrain from taking actions do things enumerated in this Indenture shall not be construed as a duty.
(m) The duty and, with respect to such permissive rights, the Trustee shall not be responsible answerable for other than its gross negligence 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionwillful misconduct.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pi) 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 Agent; provided, however, an Agent shall only be liable to the extent of its gross negligence or willful misconduct; and in and during an Event of Default, only the Trustee, and not any Agent, shall be subject to the prudent person standard.
(j) 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, epidemics, pandemics, disease, 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 resume performance as soon as practicable under the circumstances.
(k) In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental 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.
(l) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written order of the Company signed by an Officer and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution.
(m) 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, which certificate may be updated and delivered to the Trustee at any time by the Company in its discretion.
(n) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(o) Whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a certificate signed by one of the Company’s officers, as the case may be, and delivered to the Trustee and such certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.
(p) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable have no responsibility for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatepreparing, recording, filing, re-recording, or Opinion re-filing any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensuring the perfection or maintenance of Counsel, or bothany security interest granted pursuant to this Indenture.
Appears in 1 contract
Sources: Indenture (Aris Mining Corp)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. 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 Issuer and its Restricted Subsidiaries, 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.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting or as specifically called for in this Indenture, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel will 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 its attorneys and agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(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. Any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.
(f) The Trustee shall will 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 of Securities unless such Holders shall have offered to the Trustee indemnity and/or security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fg) 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 and hardware) services, or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility; 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.
(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive, 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 compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(j) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless written notice of such Default or Event of Default from the Company or by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such Series is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes, the Company and this Indenture.
(k) The Trustee may consult with counsel request that the Company deliver a certificate setting forth the names of its selection and the advice individuals and/or titles of officers authorized at 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 without negligence and in good faith and in reliance thereontime to take specified actions pursuant to this Indenture.
(gl) The Trustee may conclusively rely upon and 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, note, other evidence of indebtedness indebtedness, or other paper or document, or inquire as to the performance by the Company or any guarantor of any of their covenants in this Indenture, 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 will be entitled to examine the books, records, and premises of the Company or any such guarantor, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(hm) The Notwithstanding any other provision of this Indenture, the Trustee shall not be deemed entitled to have notice make a deduction or knowledge withholding from any payment which it makes under this Indenture for or on account of any Default present or Event of Default unless a Responsible Officer future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the Trustee has actual knowledge thereof relevant Holder failing to satisfy any certification or unless written notice other requirements in respect of any the Notes, in which event which is in fact such a default is received by the Trustee at shall make such payment after such withholding or deduction has been made and shall account to the Corporate Trust Office relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. To the Trusteeextent such amounts are so deducted or withheld and paid to the relevant authority, and such notice references amounts shall be treated for all purposes under this Indenture as having been paid to the Securities generally or the Securities of a particular Series and this IndenturePerson to whom such amounts would otherwise have been paid.
(in) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Sectionunder Section 4.03 hereof) to the Trustee is for information informational purposes only, only and the Trustee’s receipts thereof receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants under the Indenture, Securities, and guarantees hereunder (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series).
(o) Whenever The Trustee may 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 administration advice or opinion of such professional advisors or counsel with respect to legal or other matters relating to this Indenture and the Trustee Notes shall deem it reasonably necessary that a matter be proved or established prior to taking, suffering or omitting full and complete authorization and protection from liability in respect of any action hereundertaken, omitted or suffered by it hereunder in good faith and in accordance with the Trustee (unless other evidence be herein specifically prescribed) may, in the absence advice or opinion of bad faith on its part, rely upon an Officers’ Certificatesuch counsel.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable 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 takes or omits to take in good faith in reliance on being understood that such Officers’ Certificate, or Opinion of Counsel, or bothresponsibility and obligation are the Issuer’s).
Appears in 1 contract
Sources: Indenture (Bally's Corp)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney and at the expense of the Company, and will incur no liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents agents, attorneys or custodians and shall will not be responsible for the misconduct or negligence of any agent agent, attorney or custodian appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The So long as the Trustee’s conduct does not constitute willful misconduct or gross negligence, the Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(e) The Trustee shall may consult with counsel of its own selection, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes will be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture will not be construed as a duty unless so specified herein.
(g) The Trustee will be under no obligation to exercise any of the rights rights, trusts or powers vested in it by this Indenture Indenture, and may refuse to perform any duty or exercise any such rights or powers, including but not limited to acting at the request or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fh) The Trustee may consult with counsel of its selection rights, privileges, protections, immunities 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 without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound benefits given 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 including its discretionright to be indemnified, may make such further inquiry or investigation into such facts or matters as it may see fit.
(h) The Trustee shall not are extended to, and will be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of enforceable by, the Trustee has actual knowledge thereof or unless written notice in each of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trusteeits capacities hereunder, and such notice references each agent, custodian and other Person employed to act hereunder, including the Securities generally or the Securities of a particular Series Registrar, Paying Agent and this IndentureConversion Agent.
(i) Delivery The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of reportsindividuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, information and documents (including, without limitation, reports contemplated in this Section) which Officers’ Certificate may be signed by any Person authorized to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained thereinsign an Officers’ Certificate, including the Company’s compliance with covenants under the Indenture, Securities, any Person specified as so authorized in any such certificate previously delivered and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesnot superseded.
(j) The Trustee shall have In no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, event will the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(k) The Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Notes for which it is acting as Trustee unless a Trust Officer has received written notice of such default or Event of Default from the Company or any other obligor on such Notes or from any Holder of such Notes.
(l) Any permissive right The Trustee will accept all notices, reports and other information that are required to be provided or delivered to it pursuant to the Indenture, and, where required hereunder, will determine whether such notices, reports or other information are satisfactory to it in form; provided, however that delivery of such reports, information and documents to the Trustee to take is for informational purposes only and, except for any explicit notice of an Event of Default from the Company or refrain from taking actions enumerated in this Indenture a Holder, the Trustee's receipt of such shall not be construed as a dutyconstitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder.
(m) The Trustee shall may request that the Company deliver an 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 Officers’ Certificate or any other Person specified as so authorized in any Incumbency Certificate previously delivered and 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionsuperseded.
(n) The Trustee shall not be liable with respect to under no liability for interest on any action taken or omitted to be taken money received by it hereunder except as otherwise agreed in good faith in accordance writing with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such SeriesCompany.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon on any resolution, officer’s certificate, opinion of counsel, certificate of auditors or other certificate, statement, instrument, or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request . Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel reasonably satisfactory in form and substance to the Trustee which Officer’s Certificate or both, and any resolution Opinion of Counsel shall not be at the expense of the Board of Directors shall be sufficiently evidenced by a Board ResolutionTrustee or the Trust Fund. The Trustee shall not be liable for any action it either of them takes or omits to take in good faith in reliance on such Officers’ an Officer’s Certificate and/or or Opinion of Counsel.
(c) . The Trustee may act execute any of its trusts or powers hereunder and the Trustee may perform any of its respective duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Trustee shall not be responsible have no liability for the any misconduct or negligence on the part of any agent such agent, attorney or custodian appointed by the Trustee with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it either of them takes or omits to take in good faith which it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute willful misconduct, negligence or willful misconduct.
(e) bad faith. The Trustee may consult with counsel chosen by it with due care, and the advice or opinion of counsel with respect to legal matters relating to this Agreement and the Certificates shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by either of them hereunder in good faith and in accordance with the advice or opinion of such counsel. The Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Holders Certificateholders, pursuant to the provisions of Securities this Agreement, unless such Holders Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby (which in the case of the Majority Certificateholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority Certificateholders); nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicing Default of which a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or direction.
(f) person’s own affairs. 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture, note, other evidence of indebtedness bond or other paper or document, but unless requested in writing to do by the TrusteeMajority Certificateholders; 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 its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office opinion of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) not reasonably assured to the Trustee is for information purposes only, and by the Trustee’s receipts thereof shall not constitute actual or constructive notice security afforded to it by the terms of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstandingAgreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall not be responsible or liable for punitivepaid by the Servicer or, specialif paid by the Trustee, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether shall be repaid by the Trustee has been advised of Servicer upon demand from the likelihood of such loss or damage and regardless of the form of actions.
(l) Any permissive right Servicer’s own funds. The rights of the Trustee to take or refrain from taking actions perform any discretionary act enumerated in this Indenture Agreement shall not be construed as a duty.
(m) The , and the Trustee shall not be responsible answerable for other than its negligence or liable for any failure or delay willful misconduct 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein)act. The Trustee shall not be liable for required to give any action it takes bond or omits to take surety in good faith in reliance on such Officers’ Certificate, respect of the execution of the Trust Fund created hereby or Opinion of Counsel, or boththe powers granted hereunder.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Novastar Mortgage Funding Trust Series 2004-1)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original, electronic, or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein refrains from acting, it shall be sufficiently evidenced by entitled to receive an Officers’ Certificate, Certificate and an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and/or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) No Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any clearinghouse or Depositary.
(g) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(h) 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 of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or and/or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(fi) The Trustee may consult with counsel employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its selection rights 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 duties hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make responsible for any investigation into misconduct on 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.
(h) The Trustee shall not be deemed to have notice or knowledge part 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 the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance them selected with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesdue care.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pk) 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 by the Collateral Trustee, and each agent, custodian and other Person employed to act hereunder.
(ql) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) The Trustee may request that the Issuers 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.
(n) Delivery of any reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee may conclusively rely on a certificate of an authorized Officer of the Issuer).
(o) The Trustee shall have no duty or responsibility to monitor the Issuers’ compliance with the covenants included in Article 4 or the transfer restrictions on the Notes. The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any action it takes or omits to take in good faith in reliance on such Officers’ Certificatereason, or Opinion of Counsel, or boththis Indenture and the resignation and/or removal of the Trustee.
Appears in 1 contract
Sources: Indenture (Valaris LTD)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or electronic form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion 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 or additional liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein refrains from acting, it shall be sufficiently evidenced by entitled to receive an Officers’ Certificate, Officer’s Certificate and an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and/or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(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 or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or and/or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(fh) The Trustee may consult with counsel employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its selection rights 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 duties hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make responsible for any investigation into misconduct on 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.
(h) The Trustee shall not be deemed to have notice or knowledge part 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 the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenturethem selected with due care.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pj) 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.
(qk) Before 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 Issuer 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.
(m) Delivery of any reports, information and documents to the Trustee acts is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive or refrains actual notice or knowledge of any information contained therein or determinable from actinginformation contained therein, it including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee may require conclusively rely on a certificate of an authorized Officer of the Issuer).
(n) The Trustee shall have no duty or responsibility to monitor the Issuer’s compliance with the covenants included in Article 4 or the transfer restrictions on the Notes.
(o) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers’ Certificate”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or Opinion deleted from the listing. If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of Counselsuch Instructions shall be deemed controlling. The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, or both (unless other evidence is specifically prescribed herein)passwords and/or authentication keys upon receipt by the Issuer. The Trustee shall not be liable for any action losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it takes is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or omits to take in good faith in reliance on such Officers’ Certificateunauthorized use of the security procedures. The provisions of Section 7.01 and Section 7.02 shall survive satisfaction and discharge or the termination, or Opinion for any reason, of Counsel, or boththis Indenture and the resignation and/or removal of the Trustee.
Appears in 1 contract
Sources: Indenture (Energizer Holdings, Inc.)
Rights of Trustee.
(a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate or verify any fact or matter stated in the document.document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. No such Officer’s Certificate or Opinion of Counsel shall be at the expense of the Trustee. The Trustee may consult with counsel appointed with due care and the advice of such counsel or any Opinion of Counsel will 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 accordance with the advice or such opinion of such counsel.
(c) The Trustee may act through agents its agents, attorneys, custodians and shall nominees and will not be responsible for the misconduct or negligence of any agent agent, attorney, custodian or nominee appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes takes, suffers or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(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. The Trustee shall 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.
(f) The Trustee will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the losses, costs, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) . 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right rights of the Trustee to take or refrain from taking actions do things enumerated in this Indenture shall not be construed as a dutyduty unless so specified herein and, with respect to such permissive rights, the Trustee shall not be answerable for other than its gross negligence or willful misconduct.
(mg) The In no event shall the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture hereunder arising out of or causedcaused by, directly or indirectly, by circumstances forces beyond its reasonable control, including, without limitation, strikes, work stoppages, epidemics, pandemics, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; earthquakes; fire; flood; terrorism; wars , and other military disturbances; sabotage; epidemics; riots; interruptions; , loss or malfunction malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionit 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.
(nh) In no event shall the Trustee, including in its capacity as Paying Agent, Registrar or in any other capacity hereunder, be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited
(i) The Trustee shall have no obligation to invest and reinvest any cash held in any account.
(j) Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Company, or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be liable with respect responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of perform its duties as set forth herein as a majority in principal amount of the outstanding Securities result of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, inaccuracy or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesincompleteness.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pk) 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 under the Security Documents and the Intercreditor Agreements, and each agent, custodian and other Person employed to act hereunder or thereunder and whenever acting in such capacity under any related transaction document, the Trustee and the Collateral Trustee shall enjoy all the same rights, privileges, protections and benefits granted to it hereunder.
(l) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or reasonably adequate indemnity against such risk or liability is not assured to it.
(m) The Trustee shall not have any duty (i) to see to any recording, filing or depositing of this Indenture or any Indenture referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to see to any insurance.
(n) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(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 or any Subsidiary 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) 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, if applicable, or other identifying documents to be provided.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for bound to make any action 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 aggregate 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 takes or omits may see fit.
(r) Each of the above described rights (a) through (q) hereof shall inure to take in good faith in reliance on such Officers’ Certificatethe benefit of and be enforceable by the Collateral Trustee hereunder and under the Security Documents, or Opinion of Counsel, or boththe Tranche 1 Intercreditor Agreement and the Tranche 2/3/4 Intercreditor Agreement.
Appears in 1 contract
Sources: Indenture
Rights of Trustee. (a) The In connection with its rights and duties under this Indenture, 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, Note, or other document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or 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 act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the rights or powers conferred upon it by this IndentureIndenture or takes or omits to take in accordance with the written direction of the Holders of a majority in principal amount of the outstanding Notes relating to the time, provided that method and place of conducting any proceeding for any remedy available to the Trustee’s conduct does not constitute negligence , or willful misconductexercising any trust or power conferred upon the Trustee, under this Indenture.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance of the Company’s covenants set forth in Article 4. The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except (i) any Event of Default occurring pursuant to Sections 6.01(a), 6.01(b) and 4.01 or (ii) any Default or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture or a Responsible Officer of the Trustee has shall have obtained actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally Default or the Securities Event of a particular Series and this IndentureDefault.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. Subject to TIA Sections 315(a) through (d):
(a) The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, the State of New York. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction, or, to the extent applicable, the State of New York or if it is determined by any court or other competent authority in that jurisdiction, or, to the extent applicable, in the State of New York, that it does not have such power.
(b) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon relying on any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(bc) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel.
(cd) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(de) 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 the its rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionnegligence.
(f) The Trustee may retain professional advisers to assist it in performing its duties under this Indenture. The Trustee may consult with counsel of its selection counsel, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any Officer’s Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, 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, 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 Issuers.
(h) The Trustee shall not be deemed under no obligation to have notice exercise any of the rights or knowledge powers vested in it by this Indenture at the request, order or direction of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or Holders pursuant to the provisions of this Indenture, unless written notice of any event which is in fact such a default is received by Holders shall have offered to the Trustee at indemnity or other security reasonably satisfactory to the Corporate Trust Office Trustee against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction. In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the requisite majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and shall be held harmless and shall not incur any liability for its failure to act until such notice references the Securities generally inconsistency or the Securities of a particular Series and this Indentureconflict is, in its reasonable opinion, resolved.
(i) Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance of the Issuers with respect to the covenants contained in Article 4. Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee under Section 4.11 is for information informational purposes only, only and the Trustee’s receipts thereof receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of their covenants under the Indenture, Securities, and guarantees hereunder (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates).
(j) The Trustee shall not have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstandingobligation or duty to monitor, the Trustee determine or inquire as to compliance, and shall not be responsible or liable for punitivecompliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes.
(k) If any Note Guarantor is substituted to make payments on behalf of the Issuers pursuant to Article 10, the Issuers shall promptly notify the Trustee of such substitution.
(l) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by the Trustee in its capacity hereunder and by each agent (including Deutsche Bank Trust Company Americas) and custodian and other Person employed with due care to act as agent hereunder (including without limitation each Transfer Agent and Paying Agent). Each Paying Agent and Transfer Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.
(m) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(n) At any time the security granted pursuant to the Security Documents has become enforceable and the Holders have given written direction to the Trustee to enforce such security, the Trustee is not required to give any direction to the Collateral Agents with respect thereto unless it has been indemnified in accordance with Section 7.01(e). In any event, in connection with any enforcement of such security, the Trustee is not responsible for:
(1) any failure of the Collateral Agents to enforce such security within a reasonable time or at all;
(2) any failure of the Collateral Agents to pay over the proceeds of enforcement of the Security;
(3) any failure of the Collateral Agents to realize such security for the best price obtainable;
(4) monitoring the activities of the Collateral Agents in relation to such enforcement;
(5) taking any enforcement action itself in relation to such security;
(6) agreeing to any proposed course of action by the Collateral Agents which could result in the Trustee incurring any liability for its own account; or
(7) paying any fees, costs or expenses of the Collateral Agents.
(o) The permissive right of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so.
(p) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect, indirect or consequential loss or damage of any kind whatsoever (includingincluding but no limited to 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 actions.action
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mq) 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, may assume without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, inquiry in the absence of bad faith on its part, rely upon an Officers’ Certificate.
(p) The rights, privileges, protections, immunities and benefits given to actual knowledge that the Trustee, including, without limitation, its right Issuers are each duly complying with their obligations contained in this Indenture required to be indemnified, are extended toperformed and observed by them, and shall be enforceable by, that no Default or Event of Default or other event which would require repayment of the Trustee in each of its capacities hereunderNotes has occurred.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of 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 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 personPerson. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance under covenants or other obligations of the Company.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate and/or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such an Officers’ Certificate and/or or Opinion of Counsel.
(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 due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(gf) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether resulting from actions taken in good faith and which the Trustee has been advised of the likelihood of such loss believes to be authorized or damage and regardless of the form of actionswithin its rights or powers.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pg) 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 each agent, Securities Custodian and other Person employed to act hereunder.
(qh) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for any action it takes or omits 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 in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothspecified actions pursuant to this Indenture.
Appears in 1 contract
Sources: Indenture (Group 1 Automotive Inc)
Rights of Trustee. Subject to Section 7.01 hereof:
(a1) 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, direction, consent, order, bond, debenture, note or any other document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b2) Any request or direction of the Company Issuers mentioned herein shall be sufficiently evidenced by a Company Request or an Officers’ CertificateOfficer’s Certificate and any resolution of the Board of Directors of the applicable Issuer or any committee thereof (or committee of officers or other representatives of the Issuers, to the extent any such committee or committees have been so authorized by the Board of Directors) may be sufficiently evidenced by a certified copy thereof.
(3) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both, and any resolution which shall conform to the provisions of the Board of Directors shall be sufficiently evidenced by a Board ResolutionSection 11.04 hereof. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or Opinion of Counselcertificate or opinion.
(c4) The Trustee may act through agents and counsel and shall not be responsible for the misconduct or negligence of any agent or counsel appointed by it with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d5) The Trustee shall not be liable for any action it takes takes, suffers or omits to take in good faith which it reasonably believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers.
(e6) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by the Trustee hereunder in good faith and in reliance thereon.
(7) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it the Trustee by this Indenture at the request or direction of any of the Holders holders of Securities Notes pursuant to this Indenture, unless such Holders holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(f) 8) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, appraisal, 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, if the Trustee shall determine to make such further investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h9) 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 of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the TrusteeTrustee from an Issuer, any Guarantor or any Noteholder written notice of such Default or Event of Default, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture.
(i10) Delivery of reportsThe rights, information privileges, protections, immunities and documents (benefits given to the Trustee, including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained thereinright to be indemnified, including the Company’s compliance with covenants under the Indenture, Securitiesare extended to, and guarantees shall be enforceable by, the Trustee in such capacity hereunder, and each agent (if anyincluding each Agent), as custodian and other Person employed to which the Trustee is entitled to rely exclusively on Officers’ Certificatesact hereunder.
(j11) The Trustee shall have no responsibility for monitoring may request that the CompanyCompany deliver an Officer’s compliance with any Certificate setting forth the names of its covenants under 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 au- thorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(k12) Anything in this Indenture notwithstanding, In no event shall the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any ------------------ document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion Opin ion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ ' Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s 's conduct does not -------- ------- constitute negligence wilful misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel, and the written advice or written opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with such advice or opinion of such counsel.
(f) Unless otherwise specifically provided herein, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.
(g) The Company, the Paying Agent, the Registrar, the Trustee and any agent of the Company, the Paying Agent, the Registrar or the Trustee may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Company, the Paying Agent, the Registrar nor the Trustee nor any agent of the Company, the Paying Agent, the Registrar or the Trustee shall be affected by any notice to the contrary.
(h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request request, order or direction of any of the Holders pursuant to the provisions of Securities this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby.
(fi) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificatecertificate (including any Officers' Certificate), statement, instrument, opinion, reportopinion (including any Opinion of Counsel), 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.
(h) The fit and, if the Trustee shall not determine to make such further inquiry or investigation, it shall be deemed entitled, upon reasonable notice to have notice or knowledge of any Default or Event of Default unless a Responsible Officer the Company, to examine the books, records, and premises of the Trustee has actual knowledge thereof Company, personally or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally agent or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesattorney.
(j) The Trustee shall have no responsibility for monitoring not be required to give any bond or surety in respect of the Company’s compliance with any performance of its covenants under this Indenturepowers and duties hereunder.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any The permissive right rights of the Trustee to take or refrain from taking actions do things enumerated in this Indenture shall not be construed as a dutyduties.
(ml) The Trustee shall not be responsible charged with knowledge of any Default or liable for any failure or delay in the performance Event of its obligations under this Indenture arising out of or causedDefault, 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities identity of any Series, relating to Restricted Subsidiary or the time, method and place existence of conducting any proceeding for any remedy available to the Trustee, Change of Control or exercising any trust Asset Sale unless either (i) a Responsible Officer shall have actual knowledge thereof or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(oii) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary that a matter be proved have received written notice thereof from the Company 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, rely upon an Officers’ CertificateHolder.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Exchange Indenture (Century Maintenance Supply Inc)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original, facsimile or electronic form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, except that (x) no Officer’s Certificate or Opinion of Counsel will be required to be furnished to the Trustee in connection with the authentication and any resolution delivery of the Board Initial Notes on the Issue Date and (y) no Opinion of Directors shall Counsel will be sufficiently evidenced by required to be furnished to the Trustee in connection with the execution of any amendment or supplement in the form of Exhibit D adding a Board Resolutionnew Guarantor under this Indenture or evidencing the release of a Guarantor pursuant to Section 10.07 hereof. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will 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 its attorneys and agents and shall will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.
(f) The Trustee shall will 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 of Securities unless such Holders shall have offered offered, and if requested, provided to the Trustee indemnity and/or security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fg) The Trustee shall not be required to give any note, bond or surety in respect of the trusts and powers under this Indenture.
(h) The Trustee may consult with counsel request that the Issuer deliver a certificate setting forth the names of its selection 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 such certificate previously delivered 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 without negligence and in good faith and in reliance thereonnot superseded.
(gi) Delivery of reports, information and documents to the Trustee described in Section 4.03 hereof 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 or the Guarantors’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.
(j) In no event shall the Trustee be responsible or liable for special, indirect, punitive 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 Trustee may conclusively rely upon shall not be deemed to have notice of any Default 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 of the Trustee, and such notice references the Notes and this Indenture and states that it is a “Notice of Default”.
(l) 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, by the Notes Collateral Agent and each agent, custodian and other Person employed to act hereunder.
(m) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or the Private Placement Legend or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or Beneficial Owners 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 hereof.
(n) 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, 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.
(ho) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in that are permitted, but not required, by this Indenture or the other Note Documents shall not be construed as a dutyan obligation or duty to do so.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion 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.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein refrains from acting, it shall be sufficiently evidenced by entitled to receive an Officers’ Certificate, Officer’s Certificate and an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ the Officer’s Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the its rights or powers conferred upon it by this Indenturepowers; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection selection, and the verbal or written advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.
(g) The Trustee may conclusively rely upon and shall not be bound to make liable for any investigation into special, indirect, punitive or consequential losses or damages of any kind whatsoever (including without limitation lost profits), even if the facts Trustee has been advised of the possibility of such losses or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence damages and regardless 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 fitform of action.
(h) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Securities.
(i) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(qk) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for required to give any action it takes bond or omits surety with respect to performance of Trustee’s duties and powers.
(l) 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 in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothspecified actions pursuant to this Indenture.
Appears in 1 contract
Sources: Indenture (National CineMedia, LLC)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney and at the expense of the Company, and will incur no liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents agents, attorneys or custodians and shall will not be responsible for the misconduct or negligence of any agent agent, attorney or custodian appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The So long as the Trustee’s conduct does not constitute willful misconduct or negligence, the Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(e) The Trustee shall may consult with counsel of its own selection, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture, any other Note Documents and the Notes will be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture or any other Note Documents will not be construed as a duty.
(g) The Trustee will 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 of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fh) The Trustee may consult with counsel of its selection rights, privileges, protections, immunities 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 without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound benefits given 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 including its discretionright to be indemnified, may make such further inquiry or investigation into such facts or matters as it may see fit.
(h) The Trustee shall not are extended to, and will be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of enforceable by, the Trustee has actual knowledge thereof or unless written notice (i) in each of any event which is in fact such a default is received by its capacities under the Trustee at the Corporate Trust Office of the TrusteeNote Documents, and such notice references each agent, custodian and other Person employed to act hereunder, including the Securities generally or the Securities of Collateral Agent, Registrar, Paying Agent and Conversion Agent and (ii) in each document related hereto to which it is a particular Series and this Indentureparty.
(i) Delivery The Trustee may request that each of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, Company and the Trustee’s receipts thereof shall not constitute actual or constructive notice Guarantors deliver an 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 information contained therein or determinable from information contained thereinPerson authorized to sign an Officers’ Certificate, including the Company’s compliance with covenants under the Indenture, Securities, any Person specified as so authorized in any such certificate previously delivered and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesnot superseded.
(j) The Trustee shall have In no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, event will the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(k) Any request, direction, order or demand of the Company or any Guarantor mentioned herein shall be sufficiently evidenced by an Officers’ 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.
(l) Any permissive right of the The Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed 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 a dutyit 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).
(m) 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 causedaction taken, directly or indirectlysuffered, 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with and reasonably believed by it to be authorized or within the direction of the Holders of a majority in principal amount of the outstanding Securities of discretion or rights or powers conferred upon it by this Indenture or any Series, relating to the time, method and place of conducting any proceeding for any remedy available to other Note Documents.
(n) Under no circumstances shall the Trustee, the Paying Agent, the Registrar or exercising the Conversion Agent have any trust liability or power conferred upon responsibility with respect to, or obligation or duty to monitor, determine or inquire as to the Trustee, Company’s or any Guarantor’s compliance with any covenant under this Indenture with respect (other than the covenant to make payment on the Securities of such SeriesNotes).
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney and at the expense of the Company, and will incur no liability of any kind by reason of such inquiry or investigation.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ Certificate and/or or Opinion of Counsel.
(c) The Trustee may act through agents agents, attorneys or custodians and shall will not be responsible for the misconduct or negligence of any agent agent, attorney or custodian appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The So long as the Trustee’s conduct does not constitute willful misconduct or negligence, the Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(e) The Trustee shall may consult with counsel of its own selection, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture, any other Note Documents and the Notes will be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The permissive rights of the Trustee to do things enumerated in this Indenture or any other Note Documents will not be construed as a duty.
(g) The Trustee will 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 of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fh) The Trustee may consult with counsel of its selection rights, privileges, protections, immunities 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 without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and shall not be bound benefits given 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 including its discretionright to be indemnified, may make such further inquiry or investigation into such facts or matters as it may see fit.
(h) The Trustee shall not are extended to, and will be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of enforceable by, the Trustee has actual knowledge thereof or unless written notice (i) in each of any event which is in fact such a default is received by its capacities under the Trustee at the Corporate Trust Office of the TrusteeNote Documents, and such notice references each agent, custodian and other Person employed to act hereunder, including the Securities generally or the Securities of Collateral Agent, Registrar, Paying Agent and Conversion Agent and (ii) in each document related hereto to which it is a particular Series and this Indentureparty.
(i) Delivery The Trustee may request that each of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, Company and the Trustee’s receipts thereof shall not constitute actual or constructive notice Guarantors deliver an 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 information contained therein or determinable from information contained thereinPerson authorized to sign an Officers’ Certificate, including the Company’s compliance with covenants under the Indenture, Securities, any Person specified as so authorized in any such certificate previously delivered and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesnot superseded.
(j) The Trustee shall have In no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, event will the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(k) Any request, direction, order or demand of the Company or any Guarantor mentioned herein shall be sufficiently evidenced by an Officers’ 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.
(l) Any permissive right of the The Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed 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 a dutyit 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).
(m) 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 causedaction taken, directly or indirectlysuffered, 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with and reasonably believed by it to be authorized or within the direction of the Holders of a majority in principal amount of the outstanding Securities of discretion or rights or powers conferred upon it by this Indenture or any Series, relating to the time, method and place of conducting any proceeding for any remedy available to other Note Documents.
(n) Under no circumstances shall the Trustee, the Paying Agent, the Registrar or exercising the Conversion Agent have any trust liability or power conferred upon responsibility with respect to, or obligation or duty to monitor, determine or inquire as to the Trustee, Company’s or any Guarantor’s compliance with any covenant under this Indenture with respect (other than the covenant to make payment on the Securities of such SeriesNotes).
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion, based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to th...
(b) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting to act based upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.fac...
(bc) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or Opinion of Counsel.or...
(cd) The Trustee may act through attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(de) 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 the its rights or powers conferred upon it by this Indenture or the Intercreditor Agreement; provided, however, that th...
(f) The Trustee may retain professional advisers to assist it in performing its duties under this Indenture, provided that the Trustee’s conduct does not constitute negligence Intercreditor Agreement or willful misconduct.any Additional Intercreditor Agreement. The Trustee may consult with counsel of its selection, and the advice ...
(eg) The Trustee shall not be bound to make any investigation into the facts or matters stated in any Officer’s Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent...
(h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request request, order or direction of any of the Holders pursuant to the provisions of Securities unless such Holders shall have offered this Indenture or the Intercreditor Agreement, u...
(i) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the requisite majority in aggregate principal amount of the Notes then outstanding, pursuant to th...
(j) Delivery of reports, information and documents to the Trustee security under Section 4.10 hereof is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute actual or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.constructive notice of any information contained t...
(fk) 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 without negligence and in good faith and in reliance thereon....
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(jl) The Trustee shall have no responsibility for monitoring duty to inquire as to the Company’s compliance with any performance of the covenants of the Issuer and/or its covenants under this Indenture.
(k) Anything Restricted Subsidiaries in this Indenture notwithstandingand shall be entitled to assume that the Issuer, the Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of Guarantors and 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.Restricted Subsidiaries are...
(m) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for any failure compliance with restrictions on transfer, exchange, redemption, purchase or delay in the performance of its obligations under this Indenture arising out of or causedrepurchase, directly or indirectlyas applicable, 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action....
(n) The Trustee shall not be liable with respect If any Guarantor is substituted to any action taken or omitted to be taken by it in good faith in accordance with the direction make payments on behalf of the Holders of a majority in principal amount of Issuer pursuant to Article 10 hereof, the outstanding Securities of any Series, relating to Issuer shall promptly notify the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities Trustee of such Seriessubstitution.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) The rights, privileges, protections, immunities and benefits given to the Trustee, including, including without limitation, limitation its right to be indemnifiedindemnified and/or secured (including by way of pre-funding) to its satisfaction, are extended to, and shall be enforceable by, enforce...
(p) The Trustee shall not be required to give any bond or surety with respect to the Trustee in each performance of its capacities hereunderduties or the exercise of its powers under this Indenture.
(q) Before At any time that the security granted pursuant to the Notes Security Documents has become enforceable and the Holders have given a direction to the Trustee acts to enforce such security, the Trustee is not required to give any direction to the Notes Se...
(1) any failure of the Notes Security Agent to enforce such security within a reasonable time or refrains from actingat all; (2) any failure of the Notes Security Agent to pay over the proceeds of enforcement of the Security; (3) any failure of the Notes Security Agent to realize such security for the best price obtainable; (4) monitoring the activities of the Notes Security Agent in relation to such enforcement; (5) taking any enforcement action itself in relation to such security; (6) agreeing to any proposed course of action by the Notes Security Agent which could result in the Trustee incurring any liability for its own account; or (7) paying any fees, it may require costs or expenses of the Notes Security Agent.
(r) The permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an Officers’ Certificateobligation or duty to do so. (s) Anything in this Indenture to the contrary notwithstanding, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The in no event shall the Trustee shall not be liable for punitive, special, indirect or consequential loss or damage of any action it takes or omits kind whatsoever (including but not limited to take in good faith in reliance on such Officers’ Certificateloss of business, or Opinion of Counselgoodwill, or both.op...
Appears in 1 contract
Sources: Indenture
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document or order believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 its attorneys and agents and shall will not be responsible for the misconduct acts or negligence omissions of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which it believes pursuant to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(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 shall be entitled to request and receive written instructions from the Company and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction of the Company.
(g) The Trustee will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer No permissive right of the Trustee has actual knowledge thereof or unless written notice of any event which is established in fact such this Indenture shall be construed as a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureduty.
(i) Delivery The Trustee may employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for purposes of reports, information determining and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, discharging its rights and the Trustee’s receipts thereof duties hereunder and shall not constitute actual or constructive notice be responsible for any misconduct on the party of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesof them.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mk) The Trustee shall not be responsible deemed to have notice of any Default or liable for Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any failure or delay event which is in fact such a default is received by a Responsible Officer of the performance Trustee at the Corporate Trust Office of its obligations under the Trustee, and such notice references the Notes and 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionIndenture.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pl) 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.
(qm) Before The Trustee may request that the Trustee acts or refrains from acting, it may require 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 (i.e. an Officers’ Incumbency Certificate, or Opinion of Counsel, or both ).
(unless other evidence is specifically prescribed herein). n) The Trustee shall not be liable required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(o) The Trustee and the Collateral Trustee shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, any other Notes Documents or in any Security Documents, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the other Notes Documents, the Security Documents or any other agreement, instrument or document, (iii) the creation, perfection or priority of any Lien purported to be created by the Security Documents, (iv) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in any Notes Documents or Security Documents, other than to confirm receipt of items expressly required to be delivered to the Collateral Trustee.
(p) The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any action it takes reason, of this Indenture and the resignation and/or removal of the Trustee or omits Collateral Trustee and the rights, protections and indemnities afforded the Trustee under this Indenture shall also apply to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or boththe Collateral Trustee.
Appears in 1 contract
Rights of Trustee. (a) The In connection with its rights and duties under this Indenture, 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, Note, or other document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate and/or 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 act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within the rights or powers conferred upon it by this IndentureIndenture or takes or omits to take in accordance with the written direction of the Holders of a majority in principal amount of the outstanding Notes relating to the time, provided that method and place of conducting any proceeding for any remedy available to the Trustee’s conduct does not constitute negligence , or willful misconductexercising any trust or power conferred upon the Trustee, under this Indenture.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance of the Company's covenants set forth in Article 4. The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless except (i) any Event of Default occurring pursuant to Sections 6.01(a), 6.01(b) and 4.01 or (ii) any Default or Event of Default of which the Trustee shall have received written notification in the manner set forth in this Indenture or a Responsible Officer of the Trustee has shall have obtained actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally Default or the Securities Event of a particular Series and this IndentureDefault.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Indenture (Grant Prideco Inc)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate or verify any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. No such Officer’s Certificate or Opinion of Counsel shall be at the expense of the Trustee. The Trustee may consult with counsel appointed with due care and the advice of such counsel or any Opinion of Counsel will 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 accordance with the advice or such opinion of such counsel.
(c) The Trustee may act through agents its agents, attorneys, custodians and shall nominees and will not be responsible for the misconduct or negligence of any agent agent, attorney, custodian or nominee appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes takes, suffers or omits to take in good faith which that it believes to be authorized or within the its discretion, rights or powers conferred upon it by this Indenture; provided, provided however, that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductgross negligence.
(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. The Trustee shall 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.
(f) The Trustee will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity reasonably satisfactory to it against the losses, costs, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) . 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right rights of the Trustee to take or refrain from taking actions do things enumerated in this Indenture shall not be construed as a dutyduty unless so specified herein.
(mg) The In no event shall the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture hereunder arising out of or causedcaused by, directly or indirectly, by circumstances forces beyond its reasonable 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; earthquakes; fire; flood; terrorism; wars , and other military disturbances; sabotage; epidemics; riots; interruptions; , loss or malfunction malfunctions of utilities, communications or computer (hardware or softwaresoftware and hardware) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionit 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.
(nh) In no event shall the Trustee, including in its capacity as Paying Agent, Registrar or in any other capacity hereunder, be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
(i) The Trustee shall have no obligation to invest and reinvest any cash held in any account.
(j) Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Company, or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be liable with respect responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of perform its duties as set forth herein as a majority in principal amount of the outstanding Securities result of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, inaccuracy or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Seriesincompleteness.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pk) 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 under the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement, and each agent, custodian and other Person employed to act hereunder or thereunder and whenever acting in such capacity under any related transaction document, the Trustee and the Collateral Trustee shall enjoy all the same rights, privileges, protections and benefits granted to it hereunder.
(l) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or reasonably adequate indemnity against such risk or liability is not assured to it.
(m) The Trustee shall not have any duty (i) to see to any recording, filing or depositing of this Indenture or any Indenture referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to see to any insurance.
(n) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(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 or any Subsidiary 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) 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, if applicable, or other identifying documents to be provided.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for bound to make any action 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 aggregate principal amount of the Participating 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 takes or omits may see fit.
(r) Each of the above described rights (a) through (q) hereof shall inure to take in good faith in reliance on such Officers’ Certificate, or Opinion the benefit of Counsel, or bothand be enforceable by the Collateral Trustee hereunder and under the Security Documents and Intercreditor Agreement.
Appears in 1 contract
Sources: Indenture (Arazi S.a r.l.)
Rights of Trustee. (a) The Subject to Section 7.01 the Trustee may rely conclusively on and shall be protected in acting any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or refraining from acting upon any other paper or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ the Officer’s Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel of its own selection and shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Trustee in good faith in accordance with the advice 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers.
(e) 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 of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it the Trustee against the costs, expenses and liabilities which might be incurred by it the Trustee in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this IndentureIndenture and states that it is a notice of Default or Event of Default.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pg) 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.
(qh) Before The Trustee may request that the Corporation 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.
(i) The permissive rights of the Trustee acts to do things enumerated in this Indenture shall not be construed as duties.
(j) Nothing in this Indenture shall require the Trustee to expend or refrains from actingrisk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.
(k) In no event shall the Trustee be responsible or liable for special, it may require an Officers’ Certificateindirect, punitive, incidental or Opinion consequential loss of Counseldamage of any kind whatsoever (including, but not limited to, the loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or both damage and regardless of the form of action.
(unless other evidence is specifically prescribed herein). l) The Trustee shall not be liable for required to give any action bond or surety in respect of the execution of the trusts and powers under this Indenture.
(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, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it takes or omits to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or bothmay see fit.
Appears in 1 contract
Sources: Indenture (Lockheed Martin Corp)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will 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 its attorneys and agents and shall will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which 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 negligence or willful misconduct.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.
(f) The Trustee shall will 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 of Securities unless such Holders shall have offered to the Trustee indemnity and/or security or indemnity satisfactory to it against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(fg) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee, and the Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the power conferred upon it by this Indenture other than for its own negligence or willful misconduct.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any Default or Event of Default hereunder unless a Responsible Officer has actual knowledge thereof, or the Trustee shall be specifically notified in writing of such Default or Event of Default by the Issuers or by the Holders of at least 25% of the aggregate principal amount of Notes then outstanding, at the Corporate Trust Office of the Trustee, and such notice references the Notes, the Issuers and this Indenture.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agent, custodian and other Person employed to act hereunder.
(j) Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance by the Issuers with respect to the covenants contained in Article 4.
(k) 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 and hardware) services or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility.
(l) The Trustee may consult with counsel of its selection request that the Issuers and the advice Guarantors deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at 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 without negligence and in good faith and in reliance thereontime to take specified actions pursuant to this Indenture.
(gm) 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, 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.
(n) The Trustee may conclusively rely upon and 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, note, other evidence of indebtedness indebtedness, or other paper or document, but the Trustee, in its discretion, Trustee may (but shall not be 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 will be entitled to examine the books, records, and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(ho) The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In connection with any proposed exchange of a certificated Note for a Global Note, each of the Issuers or DTC shall be required to provide or cause to be provided to the Trustee all information in its possession necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
(p) The Trustee shall not be deemed required to have notice give any bond or knowledge of any Default or Event of Default unless a Responsible Officer surety in respect of the performance of its powers and duties hereunder.
(q) The Trustee has actual knowledge thereof or unless written notice may request that the Issuers deliver a certificate setting forth the names of any event which is in fact individuals and/or titles of officers authorized at such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and time to take specified actions pursuant to this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(jr) The Trustee shall have no responsibility for monitoring obligation to calculate or verify the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 calculation of the likelihood of such loss or damage accrued and regardless of unpaid interest payable on the form of actionsNotes.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Indenture (Herbalife Nutrition Ltd.)
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.. US-DOCS\127109820.2
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or 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. No Depository Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any DepositoryDepositary.
(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 the its rights or powers conferred upon it by this Indenturepowers, provided that the Trustee’s conduct does not constitute negligence willful misconduct or willful misconductnegligence.
(e) The Trustee may consult with counsel 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 without willful misconduct or negligence, and in reliance thereon.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is be liable to any person for information purposes onlyspecial, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, consequential or consequential incidental 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 actionsdamage.
(lj) Any The permissive right of the Trustee to take or refrain from taking the actions enumerated in permitted by this Indenture shall not be construed as a dutyan obligation or duty to do so.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such the Officers’ Certificate and/or 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. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconductpowers.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) The Trustee may consult with counsel of its selection counsel, and the advice or opinion of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of to any action taken, omitted or suffered or omitted by it hereunder without negligence and in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(g) The Trustee may conclusively rely upon and 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, 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.
(hf) The Trustee shall not be deemed to have notice liable for special, punitive, indirect or 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 is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained thereinconsequential damages, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited toto lost profits, 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 actionsaction arising in connection with this Indenture.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pg) 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 agent, custodian and other Person employed to act hereunder, including the Collateral Trustee.
(qh) Before The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the other Note Documents at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee acts security
(i) or refrains from actingindemnity satisfactory to the Trustee against the losses, it liabilities and expenses which may require be incurred therein or thereby.
(j) The Trustee may request that the Company delivers an Officers’ CertificateCertificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or the other Note Documents.
(k) Unless otherwise specifically provided in this Indenture, any demand, request, direction or Opinion notice from the Company shall be sufficient if signed by one Officer of Counsel, or both the Company.
(unless other evidence is specifically prescribed herein). l) The permissive rights of the Trustee enumerated hereunder 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, or bothconstrued as duties.
Appears in 1 contract
Sources: Indenture (Denbury Resources Inc)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ ' Certificate, an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate and/or Opinion of Counsel' Certificate.
(c) The Trustee may act through agents agents, attorneys, custodians or nominees and shall not be responsible for the misconduct or negligence of any agent agent, attorney, custodian or nominee appointed with due care. No Depository shall be deemed an agent agent, attorney, custodian or nominee of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(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 the its rights or powers conferred upon it by this Indenturepowers, provided that the Trustee’s 's conduct does not constitute negligence or willful misconductbad faith.
(e) The Trustee may consult with counsel 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 without negligence and in good faith and in reliance thereon.
(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 or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(fg) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(gh) The Trustee may conclusively rely upon and 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, 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.
(hi) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(ij) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to In no event shall the Trustee is be liable for information purposes only, and the Trustee’s receipts thereof shall not constitute actual selection of investments or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) for investment losses incurred thereon. The Trustee shall have no responsibility for monitoring liability in respect of losses incurred as a result of the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage liquidation 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary that a matter be proved or established investment prior to taking, suffering its stated maturity 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 Officers’ Certificatefailure to provide timely written direction.
(p) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). 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, or both.
Appears in 1 contract
Sources: Indenture (Neo Freehold-Gen LLC)
Rights of Trustee. (a) The In connection with its rights and duties under this Indenture, 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, Note, or other document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, ' Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate and/or 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 act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which 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 negligence Indenture or willful misconduct.
(e) The Trustee shall be under no obligation to exercise any of the rights takes or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall 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 written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee omits to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such SeriesIndenture.
(oe) Whenever Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the administration Issuer shall be sufficient if signed by an Officer of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ CertificateIssuer.
(pf) 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.
(q) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, or Opinion of Counsel, or both (unless other evidence is specifically prescribed herein). The Trustee shall not be liable for under no obligation to exercise any action of the rights or powers vested in it takes by this Indenture at the request or omits direction of any of the Holders unless such Holders shall have offered to take the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in good faith in reliance on compliance with such Officers’ Certificate, request or Opinion of Counsel, or bothdirection.
Appears in 1 contract
Sources: Indenture (A 1 Homes Group Inc)
Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any document or order believed by it to be genuine and to have been signed or presented by the proper personPerson. The Trustee need not investigate any fact or matter stated in the document.
(b) Any request Before the Trustee acts or direction of the Company mentioned herein shall be sufficiently evidenced by refrains from acting, it may require an Officers’ Certificate, Officer’s Certificate or an Opinion of Counsel, Counsel or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate and/or or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will 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 its attorneys and agents and shall will not be responsible for the misconduct acts or negligence omissions of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(d) The Trustee shall will not be liable for any action it takes or omits to take in good faith which it believes pursuant to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(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 shall be entitled to request and receive written instructions from the Company and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction of the Company.
(g) The Trustee will 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 of Securities unless such Holders shall have offered to the Trustee indemnity or security or indemnity satisfactory to it the Trustee against the costslosses, liabilities and expenses and liabilities which that might be incurred by it in compliance with such request or direction.
(f) 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 in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer No permissive right of the Trustee has actual knowledge thereof or unless written notice of any event which is established in fact such this Indenture shall be construed as a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indentureduty.
(i) Delivery The Trustee may employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for purposes of reports, information determining and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, discharging its rights and the Trustee’s receipts thereof duties hereunder and shall not constitute actual or constructive notice be responsible for any misconduct on the party of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesof them.
(j) The Trustee In no event shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, special, indirect, punitive 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 actionsaction.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(mk) The Trustee shall not be responsible deemed to have notice of any Default or liable for Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any failure or delay event which is in fact such a default is received by a Responsible Officer of the performance Trustee at the Corporate Trust Office of its obligations under the Trustee, and such notice references the Notes and 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 malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental actionIndenture.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(pl) 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.
(qm) Before The Trustee may request that the Trustee acts or refrains from acting, it may require 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 (i.e. an Officers’ Incumbency Certificate, or Opinion of Counsel, or both ).
(unless other evidence is specifically prescribed herein). n) The Trustee shall not be liable required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(o) The Trustee and the Collateral Trustee shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, any other Notes Documents or in any Security Documents, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, the other Notes Documents, the Security Documents or any other agreement, instrument or document, (iii) the creation, perfection or priority of any Lien purported to be created by the Security Documents, (iv) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in any Notes Documents or Security Documents, other than, subject to the terms of the Collateral Trust Agreement, the Collateral Trustee shall confirm receipt of items expressly required to be delivered to the Collateral Trustee.
(p) The provisions of this Section 7.02 shall survive satisfaction and discharge or the termination, for any action it takes reason, of this Indenture and the resignation and/or removal of the Trustee or omits Collateral Trustee and the rights, protections and indemnities afforded the Trustee under this Indenture shall also apply to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or boththe Collateral Trustee.
Appears in 1 contract
Rights of Trustee. Subject to Section 7.1:
(a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed 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 Issuer and Guarantors, 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.
(b) Any request or direction The Trustee shall receive and retain financial reports and statements of the Company mentioned herein Issuer as provided herein, but shall be sufficiently evidenced by have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer.
(c) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, Certificate and/or an Opinion of Counsel, or both, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such an Officers’ Certificate and/or or Opinion of Counsel.
(cd) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.
(de) 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 the its rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e) 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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpowers.
(f) The Trustee may consult with counsel of its selection selection, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture, the Notes or any Opinion of Counsel the Guarantees shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered or omitted by it hereunder without negligence and or under the Notes or the Guarantees in good faith and in reliance thereonaccordance with the advice or opinion of such counsel.
(g) The Trustee may conclusively rely upon and 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, 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.
(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary 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 of any such Significant Subsidiary is received by a Responsible Officer of the Trustee at the Corporate Trust Office corporate trust office of the TrusteeTrustee specified in Section 12.2, and such notice references the Securities generally or the Securities of a particular Series Notes and this Indenture.
(i) Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.
(j) The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture.
(k) Anything in this Indenture notwithstanding, the Trustee shall not be responsible or liable for punitive, 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 actions.
(l) Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty.
(m) 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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action.
(n) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series.
(o) Whenever in the administration of this Indenture the Trustee shall deem it reasonably necessary 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, rely upon an Officers’ Certificate.
(ph) 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 agent, custodian and other Person employed to act hereunder.
(qi) Before The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, the Notes or the Guarantees at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee acts security or refrains from actingindemnity satisfactory to the Trustee against the costs, losses, expenses and liabilities which may be incurred therein or thereby.
(j) In no event shall the Trustee be responsible or liable for any special, punitive, 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 parties hereto acknowledge, in accordance with Section 326 of the U.S.A. PATRIOT Act, that the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with all such information as it may require an Officers’ Certificatereasonably request in order to satisfy the requirements or its obligations under the U.S.A. PATRIOT Act.
(l) Any discretion, permissive right or Opinion privilege in favor of Counselthe Trustee, if any, shall not be construed as a duty or both obligation. 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 in its capacity as Trustee under any other agreement executed in connection with this Indenture to which the Trustee is a party.
(unless other evidence is specifically prescribed herein). m) The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers or otherwise in respect of this Indenture.
(n) Under no circumstances shall the Trustee be liable in its individual capacity for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate, or Opinion of Counsel, or boththe obligations evidenced by the Notes.
Appears in 1 contract
Sources: Indenture (ANTERO RESOURCES Corp)