Rights of Trustee. (a) The Trustee may rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document. (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel 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. (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. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be. (f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. (g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken. (h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities. (i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities. (k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 4 contracts
Samples: Indenture (Helmerich & Payne, Inc.), Indenture (Helmerich & Payne Inc), Indenture (Nabors Industries LTD)
Rights of Trustee. (a) The Except as otherwise provided in Section 6.02(g) and the second succeeding sentence, the Trustee may conclusively rely conclusively on and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, directioninstrument, opinion, report, notice, request, consent, order, bondnote, note direction, demand, election 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. Notwithstanding the foregoing, the Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that shall be specifically required to be furnished pursuant to any such paper or documentprovision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.
(b) Before Other than with respect to actions required to be taken by the Trustee pursuant to Section 5.18 and 5.19, before the Trustee acts or refrains from acting, it may require an Officers’ Officer's Certificate (with respect to factual matters) or an Opinion of Counsel or bothCounsel, as applicable. 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 or Opinion of Counsel. 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.
(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 or a custodian or nominee, and the Trustee shall not be responsible for the any misconduct or negligence of on the part of, or for the supervision of, any agent such agent, attorney, custodian or attorney nominee appointed with due carecare by it 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 its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct, negligence or bad faith.
(e) Unless otherwise specifically provided in The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, any demand, request, direction or notice from Indenture and the Company or any Guarantor Notes shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required shall be under no obligation to give institute, conduct or defend any bond litigation under this Indenture or surety with respect in relation to this Indenture, at the performance request, order or direction of its duties any of the Holders of Notes or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesControlling Party, pursuant to the provisions of this Indenture, unless such Holders or the Controlling Party shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill.
(g) 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 or other paper or document, unless requested in writing to do so by the Insurer (so long as no Insurer Default shall have occurred and be continuing) or (if an Insurer Default shall have occurred and be continuing) by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may determine what actionrequire reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of each such investigation shall be paid by the Person making such request, or, if anypaid by the Trustee, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable reimbursed by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the SecuritiesPerson making such request upon demand.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 4 contracts
Samples: Indenture (WFS Receivables Corp), Indenture (WFS Receivables Corp), Indenture (WFS Receivables Corp)
Rights of Trustee. (a) The Except as otherwise provided in Section 6.02(g) and the second succeeding sentence, the Trustee may conclusively rely conclusively on and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, directioninstrument, opinion, report, notice, request, consent, order, bondnote, note direction, demand, election 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. Notwithstanding the foregoing, the Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that shall be specifically required to be furnished pursuant to any such paper or documentprovision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.
(b) Before Other than with respect to actions required to be taken by the Trustee pursuant to Section 5.18 and 5.19, before the Trustee acts or refrains from acting, it may require an Officers’ Officer's Certificate (with respect to factual matters) or an Opinion of Counsel or bothCounsel, as applicable. 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 or Opinion of Counsel. 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.
(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 or a custodian or nominee, and the Trustee shall not be responsible for the any misconduct or negligence of on the part of, or for the supervision of, any agent such agent, attorney, custodian or attorney nominee appointed with due carecare by it 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 its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute wilful misconduct, negligence or bad faith.
(e) Unless otherwise specifically provided in The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, any demand, request, direction or notice from Indenture and the Company or any Guarantor Notes shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required shall be under no obligation to give institute, conduct or defend any bond litigation under this Indenture or surety with respect in relation to this Indenture, at the performance request, order or direction of its duties any of the Holders of Notes or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesControlling Party, pursuant to the provisions of this Indenture, unless such Holders or the Controlling Party shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill.
(g) 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 or other paper or document, unless requested in writing to do so by the Insurer (so long as no Insurer Default shall have occurred and be continuing) or (if an Insurer Default shall have occurred and be continuing) by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may determine what actionrequire reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of each such investigation shall be paid by the Person making such request, or, if anypaid by the Trustee, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable reimbursed by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the SecuritiesPerson making such request upon demand.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 4 contracts
Samples: Indenture (WFS Financial Auto Loans Inc), Indenture (WFS Financial Auto Loans Inc), Indenture (WFS Financial Auto Loans Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or bothboth which shall conform to the provisions of Section 12.05 of this Indenture, except that no Opinion of Counsel will be required to be furnished to the Trustee in connection with the authentication and delivery of the Initial Notes on the Issue Date. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under if it shall have reasonable grounds for believing that repayment of such funds or security 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 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 existence of a Default or Event of Default, the Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officerperson authorized to sign an Officers’ Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
Appears in 4 contracts
Samples: Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under 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 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 Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 4 contracts
Samples: Indenture (Energy Future Intermediate Holding CO LLC), Indenture (EFIH Finance Inc.), Indenture (EFIH Finance Inc.)
Rights of Trustee. (a) The Trustee may rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(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.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s rights, privileges, benefits, immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such rights, privileges, benefits, immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein or in any such certificate previously delivered and not superseded.
Appears in 4 contracts
Samples: Indenture (Nabors Industries Inc), Indenture (Nabors Industries Inc), Indenture (Nabors Industries Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively 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, note debenture, note, other evidence of indebtedness or other paper or 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate of the Main Issuer or an Opinion of Counsel or both. 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 of the Main Issuer or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall 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 agents or its attorneys and shall agents and will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall Issuers will be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beMain Issuer.
(f) The Trustee is not required will be under no obligation to give exercise any bond of the rights or surety with respect powers vested in it by this Indenture at the request or direction of any of the Holders unless a Responsible Officer has actual knowledge thereof and such Holders have offered, and if requested, provided, to the performance of its duties Trustee indemnity or security satisfactory to the exercise of its powers under this IndentureTrustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default under the event Notes unless written notice of such default or Event of Default from the Issuers or any Holder of Notes is received by a Responsible Officer of the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removalhereunder, the discharge of this Indenture Collateral Trustee, and final payment of the Securitieseach agent, custodian and other Person employed to act hereunder.
(i) The permissive right of Before the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation acts or duty to do so.
(j) Except for information provided by the Trustee concerning the Trusteerefrains from acting, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee it may request that the Company or any Guarantor, as the case may be, Main Issuer deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate certificate may be signed by any person authorized to sign an Officer’s Certificate of the Main Issuer, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.
(k) 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 control, including, without limitation, any provision of any law or regulation or any act of any Governmental Authority; acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics or pandemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; accidents; labor disputes; and acts of civil or military authority.
(l) The permissive rights of the Trustee enumerated herein shall not be construed as duties.
(m) The Trustee shall have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or document, including without limitation, the Transaction Support Agreement, the Surety Transaction Support Agreement, the step-in deed with respect to the Wilpinjong Mine, the Management Services Agreements, other than this Indenture and the other Note Documents.
Appears in 3 contracts
Samples: First Supplemental Indenture (Peabody Energy Corp), Indenture (Peabody Energy Corp), Transaction Support Agreement (Peabody Energy Corp)
Rights of Trustee. (a) The Trustee may rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel 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.
(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.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any the Guarantor shall be sufficient if signed by an Officer of the Company or such the Guarantor, as the case may be.
(f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesSecurities, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum the Offering Memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any the Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 3 contracts
Samples: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on on, and shall be fully protected in acting or refraining from acting in accordance with any resolution, certificate, statement, instrument, Officer’s Certificate, opinion (including any Opinion of Counsel), report, notice, request, direction, consent, order, bond, note or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Indenture by the proper Person. The Trustee need not shall be under no obligation to inquire as to the adequacy, accuracy or sufficiency of any such information or be under any obligation to make any calculation or verifications in respect of any such information and shall be under no obligation to investigate any fact or matter stated in the document and shall not be liable for any loss that may be occasioned thereby, but the Trustee, in its discretion, may make such paper further inquiry or documentinvestigation 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. 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) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or bothboth conforming to Section 13.03. 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 or Opinion of Counsel. 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.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers.
(e) Unless otherwise specifically provided in The Trustee may, including as a condition to the taking, suffering or omitting of any action by it hereunder, consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this IndentureIndenture and the Notes, including any demandOpinion of Counsel, request, direction or notice from the Company or any Guarantor shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantorcounsel, as the case may beincluding any Opinion of Counsel.
(f) The Trustee is shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. The Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture, or to honor the request or direction of any of the Holders of the Notes pursuant to this Indenture to institute, conduct or defend any litigation hereunder in relation hereto, unless such Holder shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with respect such request or direction.
(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 or any discretionary act enumerated herein shall not be construed as a duty and, if the Trustee takes any such action, it shall not be answerable for it other than its duties negligence or willful misconduct in the exercise performance of such act.
(i) The Trustee will not be liable to any person if prevented or delayed in performing any of its powers obligations or discretionary functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control.
(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including in its capacities as Paying Agent and Registrar). Absent willful misconduct or gross negligence, each Paying Agent and Registrar shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party. This Section 7.02 shall survive the resignation or removal of the Trustee or satisfaction and discharge of this Indenture.
(gk) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of SecuritiesHolders, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesNotes then outstanding, pursuant to the provisions of this Indenture, the Trustee Trustee, in its sole discretion, may determine what action, if any, will be taken and shall be takennot incur any liability for its failure to act until such inconsistency or conflict is, in its reasonable opinion, resolved.
(hl) 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’s immunities , 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 protections from liability and its right to indemnification premises of the Company personally or by agent or attorney.
(m) In no event shall the Trustee be responsible or liable for any failure or delay in connection with the performance of its duties 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 to resume performance as soon as practicable under the circumstances and that the Company may elect to replace the Trustee pursuant to Section 7.08(a)(4) under such circumstances.
(n) 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.
(o) No provision of this Indenture shall extend and be enforceable by require the Trustee to do anything which, in each of its capacities hereunder and shall extend reasonable opinion, may be illegal or contrary to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation applicable law or removal, the discharge of this Indenture and final payment of the Securitiesregulation.
(ip) The permissive right Any request or direction of the Trustee to take Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate and any resolution of the actions permitted Board of Directors may be sufficiently evidenced by this Indenture shall not be construed as an obligation or duty to do soa board resolution.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(kq) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate certificate may be signed updated and delivered to the Trustee at any time by the Company in its discretion.
(r) The Trustee shall not have any Officerobligation or duty to monitor, including 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 person specified transfer, exchange, redemption, purchase or repurchase, as so authorized applicable, of any interest in any Notes.
(s) The Trustee shall not be under any obligation to take any action in the performance of its respective duties hereunder that would be in violation of applicable law.
(t) 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 advice or opinion of such professional advisors or counsel with respect to legal or other 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 by it hereunder in good faith and in reliance on the advice or opinion of such counsel.
(u) Subject to Section 7.01(c)(4), the Trustee may assume without inquiry, in the absence of a Responsible Officer of the Trustee receiving written notice to the contrary, that the Company is duly complying with its obligations contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which would require repayment of the Notes has occurred.
(v) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred.
(w) To the extent that the Trustee is granted any discretion herein to act or not act, the Trustee shall have absolute and uncontrolled discretion as to the exercise of its rights and discretions, the exercise or non-exercise of which as between the Trustee and the Holders shall be conclusive and binding on the Holders, subject to Section 7.01 hereof.
(x) At any time that the security granted pursuant to the Collateral Documents has become enforceable and the Holders have given a direction to the Trustee to deliver to the Collateral Trustee to enforce such security in accordance with the terms of the Collateral Trust Agreement, the Trustee is not supersededrequired to deliver any direction to the Collateral Trustee with respect thereto unless it has been indemnified and/or secured in accordance with Section 7.01(g). In any event, in connection with any enforcement of such security, the Trustee is not responsible for:
(1) any failure of the Collateral Trustee to enforce such security within a reasonable time or at all;
(2) any failure of the Collateral Trustee to pay over the proceeds of enforcement of the security;
(3) any failure of the Collateral Trustee to realize such security for the best price obtainable;
(4) monitoring the activities of the Collateral Trustee 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 Trustee which could result in the Trustee incurring any liability for its own account; or
(7) paying any fees, costs or expenses of the Collateral Trustee.
Appears in 3 contracts
Samples: Indenture (Concordia International Corp.), Indenture (Concordia Investment Holdings (Jersey) LTD), Indenture (Concordia International Corp.)
Rights of Trustee. (a) The Trustee and the Notes Collateral Agent may conclusively rely conclusively on upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, direction, consent, order, bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee and the Notes Collateral Agent need not investigate any fact or matter stated in the document, but the Trustee or the Notes Collateral Agent, as the case may be, 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 the Notes Collateral Agent, as the case may be, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee or the Notes Collateral Agent acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Neither the Trustee nor the Notes Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Each of the Trustee and the Notes Collateral Agent 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 Each of the Trustee and the Notes Collateral Agent may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(d) The Neither the Trustee nor the Notes Collateral Agent 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 its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer.
(f) None of the provisions of this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement shall require the Trustee or the Notes Collateral Agent 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 of any Default or Event of Default unless a Responsible Officer of the Company Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Guarantora Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
(h) In no event shall the Trustee or the Notes Collateral Agent 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 or the Notes Collateral Agent 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 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 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 to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(l) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified herein.
(m) The Trustee and the Notes Collateral Agent 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 each of the Trustee and the Notes Collateral 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 the Notes Collateral Agent, as the case may be, 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.
(fn) The Trustee is shall not be required to give any bond or surety with in respect to of the performance of its powers and duties or the exercise of its powers under this Indenturehereunder.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(ko) The Trustee and the Notes Collateral Agent may request that the Company or any Guarantor, as the case may be, Issuer deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not supersededIndenture and/or the Notes Security Documents.
Appears in 3 contracts
Samples: Indenture (Life Time Group Holdings, Inc.), Indenture (Life Time Group Holdings, Inc.), Indenture (Life Time Group Holdings, Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor an Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) [Reserved].
(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is not required to give any bond or surety with respect to in fact such a Default is received by a Responsible Officer of the performance Trustee at the Corporate Trust Office of its duties or the exercise Trustee, and such notice references the Notes of its powers under the applicable series and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to act hereunder, including the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soNotes Collateral Agent.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or Issuers and any Guarantor, as the case may be, Guarantor deliver an Officers’ Officer’s Certificate setting forth the names of the individuals and/or titles of officers Officers (with specimen signatures) authorized at such time times to take specified specific actions pursuant to this Indenture, which Officers’ Officer’s Certificate may be signed by any Officer, including any person specified as so authorized herein in any certificate previously delivered and not superseded.
Appears in 3 contracts
Samples: Base Indenture (Dell Technologies Inc.), Base Indenture (Dell Technologies Inc), Base Indenture (Denali Holding Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 the Guarantors, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuers shall be sufficient if signed by an Officer of each of the Company or such Guarantor, as the case may beIssuers.
(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if 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 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 Notes and this Indenture.
(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 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 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 Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(l) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified herein.
(m) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, 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 Issuers, 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.
(n) The Trustee shall not be required to give any bond or surety with in respect to of the performance of its powers and duties or the exercise of its powers under this Indenturehereunder.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(ko) The Trustee may request that the Company or any Guarantor, as the case may be, Issuers deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not superseded.
Appears in 3 contracts
Samples: Indenture (J Crew Group Inc), Indenture (J Crew Group Inc), Restructuring Support Agreement (J Crew Group Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuers shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuers.
(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if 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 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 Notes and this Indenture.
(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 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) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.
(k) The Trustee shall not be required to give any bond or surety with in respect to of the performance of its powers and duties or the exercise of its powers under this Indenturehereunder.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(kl) The Trustee may request that the Company or any Guarantor, as the case may be, Issuers deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not superseded.
Appears in 3 contracts
Samples: Indenture (Tops Markets Ii Corp), Indenture (Tops Holding Corp), Indenture (Tops PT, LLC)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, instrument, opinion, report, notice, letter, request, direction, consent, order, bond, note order or other paper document (whether in original, electronic, or document 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 any such paper or documenttherein.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. 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 or and/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 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 agents or its attorneys and shall agents and will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this IndentureIndenture or the other Notes Documents or its role hereunder or thereunder.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall will be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is not required shall be under no obligation to give exercise any bond or surety with respect to the performance of its duties rights or the exercise of its powers under this IndentureIndenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense.
(g) In No Depositary shall be deemed an agent of the event Trustee, and the Trustee receives inconsistent shall not be responsible for any act or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takenomission by any Depositary.
(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 Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend under the other Notes Documents (including, without limitation, as Collateral Agent, Paying Agent, Registrar, Custodian, and Conversion Agent), and each agent, custodian and other Person employed to the Trustee’s officersact hereunder or thereunder (including, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removalwithout limitation, the discharge of this Indenture Collateral Agent, Paying Agent, Registrar, Custodian, and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soConversion Agent).
(j) Except for information provided by In no event shall the Trustee concerning be responsible or liable for any failure or delay in the Trusteeperformance 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 and agreed that the Trustee shall have no responsibility for any information use reasonable efforts which are consistent with accepted practices in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect the banking industry to resume performance as soon as practicable under the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiescircumstances.
(k) The Trustee shall not be required to give any note, bond or surety in respect of the trusts and powers under this Indenture.
(l) The Trustee 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 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 state that such notice is a “notice of default”. The Collateral Agent 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 is received by an officer of the Collateral Agent, and such notice references the Notes and this Indenture and state that such notice is a “notice of default”. After the occurrence and continuance of an Event of Default, the Trustee, acting in accordance with the terms of this Indenture, may direct the Collateral Agent in connection with any action required or permitted by this Indenture or the Collateral Documents. The Collateral Agent shall take such action with respect to such Event of Default as may be requested by the Trustee.
(m) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not supersededIndenture or the other Notes Documents.
Appears in 3 contracts
Samples: Indenture (A. M. Castle & Co.), Indenture (Total Plastics, Inc.), Indenture (Castle a M & Co)
Rights of Trustee. (a) The Trustee, as Trustee and acting in each of its capacities hereunder, may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonon the advice or opinion of such counsel or on any Opinion of Counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee reasonable security and indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or the exercise of its powers under this Indenturedirection.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities Company or any 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The rights, privileges, protections and benefits given to the Trustee’s immunities , including, without limitation, its rights to be indemnified, are extended to, and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Persons employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ 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 Officers’ Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 3 contracts
Samples: Indenture (Triumph Group Inc), Indenture (Triumph Group Inc), Indenture (Triumph Group Inc)
Rights of Trustee. Subject to Section 7.01:
(a1) The Trustee may conclusively rely conclusively 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, note 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 Personperson. The Trustee need not investigate any fact or matter stated in any such paper or the document.
(b2) Before the Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officers’ Officer’s Certificate or an Opinion of Counsel Counsel, or both, which shall conform to the provisions of Section 10.05. 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 certificate or Opinion of Counsel. 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 thereonopinion.
(c3) The Trustee may act execute any of the trusts or powers hereunder or perform any duties hereunder directly or indirectly or by or through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed by it with due care.
(d4) 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 Indenturepowers; provided that the Trustee’s conduct does not constitute negligence or willful misconduct.
(e5) Unless otherwise specifically provided in this IndentureThe Trustee may consult with counsel of its selection, any demandat the expense of the Issuer, request, direction and the advice or notice from the Company or any Guarantor opinion of such counsel as to matters of law shall be sufficient if signed full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f6) The Trustee is not required to give any bond or surety with respect rights, privileges, protections, immunities and benefits given to the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of SecuritiesTrustee, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesincluding, pursuant to the provisions of this Indenturewithout limitation, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture be compensated, reimbursed and indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder (including but not limited to as Registrar, Paying Agent and shall extend Depository Custodian), and each agent, custodian and other person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i7) The permissive right of the Trustee to take the actions permitted by perform any discretionary act enumerated in this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitiesa duty, and the Trustee shall have no responsibility not be answerable for compliance with any U.S. Federal other than its own negligence or State securities or employee benefit plan laws willful misconduct in connection with the Securitiesperformance of such act.
(k) 8) The Trustee may from time to time request that the Company or any Guarantor, as the case may be, Issuer deliver an Officers’ 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 Officers’ Officer’s Certificate may be signed by any persons authorized to sign an Officer’s Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(9) 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.
(10) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, or other paper or document, or inquire as to the performance by the Issuer or the Guarantors 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 shall be entitled to examine the books, records and premises of the Issuers or the Guarantors, 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.
Appears in 3 contracts
Samples: Indenture (Brinks Co), Indenture (Brinks Co), Indenture (James Hardie Industries PLC)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under if it shall have reasonable grounds for believing that repayment of such funds or indemnity reasonably 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 is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a Default or Event of Default, the Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officerperson authorized to sign an Officers’ Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
Appears in 2 contracts
Samples: Indenture (Centennial Resource Development, Inc.), Indenture (Centennial Resource Development, Inc.)
Rights of Trustee. Except as otherwise provided in Section 8.01:
(a) The Trustee may rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer's Certificate or an Opinion of Counsel or bothCounsel. 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 or Opinion of Counsel. 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.
(c) The Trustee may act through attorneys, consultants and agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney such attorneys, consultants and agents appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers.
(e) Unless The Trustee shall not be bound to recognize any person as an owner of any Debenture or take any action at the request of any such person unless such Debenture shall be deposited with the Trustee or satisfactory evidence of ownership of such Debenture shall be furnished to the Trustee.
(f) At all reasonable times the Trustee and its duly authorized agents, accountants, attorneys and experts shall have the right to inspect fully all books, papers and records of the Corporation relating to the Debentures and to take such photocopies and memoranda therefrom and in regard thereto as may be desired.
(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise specifically incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights and powers.
(h) Whether or not herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this ARTICLE 8 and shall apply to the Trustee in all of its capacities provided for in this Indenture, Indenture including its capacity as any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such GuarantorAgent, as the case may be.
(f) . The Trustee is not required to give any bond or surety with respect to the performance immunities and exceptions from liability of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s its officers, directors, employees and agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 2 contracts
Samples: Indenture (Southwest Water Co), Indenture (Southwest Water Co)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor an Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) [Reserved].
(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is not required to give any bond or surety with respect to in fact such a Default is received by a Responsible Officer of the performance Trustee at the Corporate Trust Office of its duties or the exercise Trustee, and such notice references the Securities of its powers under the applicable series and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or Issuers and any Guarantor, as the case may be, Guarantor deliver an Officers’ Officer’s Certificate setting forth the names of the individuals and/or titles of officers Officers (with specimen signatures) authorized at such time times to take specified specific actions pursuant to this Indenture, which Officers’ Officer’s Certificate may be signed by any Officer, including any person specified as so authorized herein in any certificate previously delivered and not superseded.
Appears in 2 contracts
Samples: Base Indenture (Dell Technologies Inc.), Base Indenture (Dell International L.L.C.)
Rights of Trustee. (a) The Trustee, as Trustee and acting in each of its capacities hereunder, may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonon the written advice or opinion of such counsel or on any Opinion of Counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee security and indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or the exercise of its powers under this Indenturedirection.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities Company or any 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The rights, privileges, protections and benefits given to the Trustee’s immunities , including, without limitation, its rights to be indemnified, are extended to, and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Persons employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) Delivery of reports, information and documents to the Trustee under Section 4.3 and Section 12.3 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(k) In no event shall the Trustee be responsible or liable for 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 if the form of action.
Appears in 2 contracts
Samples: Indenture (Toys R Us Inc), Indenture (Toys R Us Property Co I, LLC)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under 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 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 Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided In the event the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Trustee concerning the Trustee, the Issuer. The Trustee shall have no not at any time be under any duty or responsibility for to any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect Holders to determine whether the Securities, Additional Interest is payable and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesamount thereof.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 2 contracts
Samples: Indenture (Energy Future Intermediate Holding CO LLC), Indenture (Texas Competitive Electric Holdings CO LLC)
Rights of Trustee. (a) The Trustee, as Trustee and acting in each of its capacities hereunder, may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonon the advice or opinion of such counsel or on any Opinion of Counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company Issuer or any a Guarantor shall be sufficient if signed by an Officer of the Company Issuer or such Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee security and indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or the exercise of its powers under this Indenturedirection.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities Issuer or any Guarantor, 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The Trustee’s rights, privileges, protections, immunities and protections from liability benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Persons employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, Issuer 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) Delivery of reports, information and documents to the Trustee under Section 4.3 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(k) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by 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 control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.
(m) The permissive right of the Trustee to take or refrain from taking action hereunder shall not be construed as a duty.
Appears in 2 contracts
Samples: Indenture (Spirit AeroSystems Holdings, Inc.), Indenture (Spirit AeroSystems Holdings, Inc.)
Rights of Trustee. Subject to its duties and responsibilities under the TIA,
(a) The Trustee may conclusively rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require a Company Request or Company Order, an Officers’ ' Certificate or an Opinion of Counsel or bothCounsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of 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.
(c) The Trustee may act through agents or and attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(d) The Subject to the provisions of Section 5.01(c), the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.
(e) The Trustee may consult with counsel selected by it and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.
(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, 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.
(g) 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, 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 sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(ei) Unless otherwise specifically provided in this Indenture, The Trustee shall not be deemed to have notice of any demand, request, direction Default or notice from the Company or any Guarantor shall be sufficient if signed by an Event of Default unless a Responsible Officer of the Company Trustee has actual knowledge thereof or unless Holders of not less than 25% in aggregate Original Principal Amount of the Securities then outstanding shall have provided written notice of any event which is in fact such Guarantor, as the case may be.
(f) The Trustee is not required to give any bond or surety with respect a default to the performance Trustee at the Corporate Trust Office of its duties or the exercise of its powers under Trustee, and such notice references the Securities and this Indenture.
(gj) In the event the Trustee receives inconsistent or conflicting requests The rights, privileges, protections, immunities and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant benefits given to the provisions of this IndentureTrustee, the Trustee may determine what actionincluding, if anywithout limitation, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesto each agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers' Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 2 contracts
Samples: Indenture (American Express Co), Indenture (American Express Co)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under 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 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 existence of a Default or Event of Default, the Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive, incidental or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officerperson authorized to sign an Officers’ Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
Appears in 2 contracts
Samples: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor an Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is not required to give any bond or surety with respect to in fact such a Default is received by a Responsible Officer of the performance Trustee at the Corporate Trust Office of its duties or the exercise of its powers under Trustee, and such notice references the Secured Notes and this Indenture.
(g) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to act hereunder, including the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the SecuritiesNotes Collateral Agent.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or Issuers and any Guarantor, as the case may be, Guarantor deliver an Officers’ Officer's Certificate setting forth the names of the individuals and/or titles of officers Officers (with specimen signatures) authorized at such time times to take specified specific actions pursuant to this Indenture, which Officers’ Officer's Certificate may be signed by any Officer, including any person specified as so authorized herein in any certificate previously delivered and not superseded.
Appears in 2 contracts
Samples: Intercreditor Agreement (Sinclair Broadcast Group Inc), Indenture (Sinclair Broadcast Group Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this First Supplemental Indenture.
(e) Unless otherwise specifically provided in this First Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this First Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this First Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 2 contracts
Samples: Supplemental Indenture (HCA Holdings, Inc.), Supplemental Indenture (HCA Holdings, Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note document (whether in original or other paper or document 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance thereonon the advice or opinion of such counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee reasonable security or indemnity satisfactory to the exercise of its powers under this IndentureTrustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The rights, privileges, protections and benefits given to the Trustee’s immunities , including, without limitation, its rights to compensation and protections from liability to be indemnified, are extended to, and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removalhereunder, the discharge of this Indenture Paying Agent and final payment of the SecuritiesRegistrar, and to each other agent, custodian and other Persons employed to act hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received from the Company or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 12.2 hereof, and such notice references the Notes and this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.
Appears in 2 contracts
Samples: Indenture (VWR Corp), Indenture (VWR Funding, Inc.)
Rights of Trustee. (a) The Trustee may rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents or attorneys and shall not be 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 take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Securities of a series of Securitiesseries, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensationcompensation and reimbursement, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum the Offering Memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantorthe Guarantors, as the case may be, deliver an Officers’ Officer’s Certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 2 contracts
Samples: Indenture (Columbia Pipeline Group, Inc.), Indenture (Nisource Inc/De)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuers shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Trustee concerning the Trustee, the Issuers. The Trustee shall have no not at any time be under any duty or responsibility for to any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect Holders to determine whether the Securities, Additional Interest is payable and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesamount thereof.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 2 contracts
Samples: Indenture (Avago Technologies Manufacturing (Singapore) Pte. Ltd.), Indenture (Avago Technologies LTD)
Rights of Trustee. (a) The Trustee may rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents or attorneys and shall not be 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 take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any the Guarantor shall be sufficient if signed by an Officer of the Company or such the Guarantor, as the case may be.
(f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesSecurities, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum the Offering Memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any the Guarantor, as the case may be, deliver an Officers’ 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 Officers’ Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 2 contracts
Samples: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Rights of Trustee. (a) The Trustee, as Trustee and acting in each of its capacities hereunder, may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonon the advice or opinion of such counsel or on any Opinion of Counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this IndentureIndenture or the Security Documents. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 provided to the performance of its duties Trustee security or indemnity reasonably satisfactory to the exercise of its powers under this IndentureTrustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities Company or any 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The rights, privileges, protections and benefits given to the Trustee and the Collateral Trustee’s immunities , including, without limitation, their respective rights to be indemnified, are extended to, and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee and the Collateral Trustee in each of its their respective capacities hereunder hereunder, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Persons employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ 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 Officers’ Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 2 contracts
Samples: Indenture (Triumph Group Inc), Indenture (Triumph Group Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note document (whether in original or other paper or document 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing, and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance thereonon the advice or opinion of such counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee security or indemnity reasonably satisfactory to the exercise of its powers under this IndentureTrustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Persons employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) 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 the Trustee shall have received from the Company or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 12.2 and such notice references the Notes and this Indenture. In the absence of such actual knowledge or such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.
(k) In no event shall the Trustee be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
Appears in 2 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note document (whether in original or other paper or document 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance thereonon the advice or opinion of such counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee reasonable security or indemnity satisfactory to the exercise of its powers under this IndentureTrustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The rights, privileges, protections and benefits given to the Trustee’s immunities , including, without limitation, its rights to compensation and protections from liability to be indemnified, are extended to, and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removalhereunder, the discharge of this Indenture Paying Agent and final payment of the SecuritiesRegistrar, and to each other agent, custodian and other Persons employed to act hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received from the Company or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 12.2 hereof, and such notice references the Notes and this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.
(k) The permissive rights of the Trustee to do certain things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default with respect to such permissive rights.
(l) The Trustee shall not be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever including, but not limited to, loss or 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 shall not be required to give any note, bond, or surety in respect of the execution of the trusts and powers under this Indenture.
(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, 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; acts of civil or military authorities and governmental action.
Appears in 2 contracts
Samples: Indenture (Nuveen Investments Holdings, Inc.), Indenture (Nuveen Investments Holdings, Inc.)
Rights of Trustee. (a) The Except as otherwise provided in Section 6.02(g) and the second succeeding sentence, the Trustee may conclusively rely conclusively on and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, directioninstrument, opinion, report, notice, request, consent, order, bondnote, note direction, demand, election 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. Notwithstanding the foregoing, the Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that shall be specifically required to be furnished pursuant to any such paper or documentprovision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.
(b) Before Other than with respect to actions required to be taken by the Trustee pursuant to Section 5.18 and 5.19, before the Trustee acts or refrains from acting, it may require an Officers’ Officer's Certificate (with respect to factual matters) or an Opinion of Counsel or bothCounsel, as applicable. 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 or Opinion of Counsel. 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.
(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 or a custodian or nominee, and the Trustee shall not be responsible for the any misconduct or negligence of on the part of, or for the supervision of, any agent such agent, attorney, custodian or attorney nominee appointed with due carecare by it 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 its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct, negligence or bad faith.
(e) Unless otherwise specifically provided in The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, any demand, request, direction or notice from Indenture and the Company or any Guarantor Notes shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required shall be under no obligation to give institute, conduct or defend any bond litigation under this Indenture or surety with respect in relation to this Indenture, at the performance request, order or direction of its duties any of the Holders of Notes or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesControlling Party, pursuant to the provisions of this Indenture, unless such Holders or the Controlling Party shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill.
(g) 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 or other paper or document, unless requested in writing to do so by the Insurer (so long as no Insurer Default shall have occurred and be continuing) or (if an Insurer Default shall have occurred and be continuing) by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, voting together as a single Class; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may determine what actionrequire reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of each such investigation shall be paid by the Person making such request, or, if anypaid by the Trustee, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable reimbursed by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the SecuritiesPerson making such request upon demand.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 2 contracts
Samples: Indenture (WFS Receivables Corp 2), Indenture (WFS Receivables Corp)
Rights of Trustee. (a) The Trustee and the Agents may conclusively rely conclusively on and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, note 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 any such paper or the document.
(b) Before the Trustee or an Agent acts or refrains from actingacting (except in connection with (x) the issuance of the 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 Officers’ Officer’s Certificate or an Opinion of Counsel or both. 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 or Opinion of Counsel. 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.
(c) The Trustee may act through its attorneys, custodians, nominees and agents or attorneys 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.
(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 its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s or such Agent’s conduct does not constitute willful misconduct or gross negligence as determined in a final non-appealable decision of a court of competent jurisdiction.
(e) Unless otherwise specifically provided in The Trustee or an Agent may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, any demand, request, direction or notice from the Company or any Guarantor Notes and the Guarantees shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder or under the Notes and the Guarantees in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is and the Agents shall not required be bound to give 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 surety other paper or document made or in connection with respect this Indenture; moreover, the Trustee and the Agents shall not be bound to make any investigation into (i) the performance or observance of its duties any of the covenants, agreements or other terms or conditions set forth herein, (ii) the occurrence of any default, or the exercise 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 or other evidence of indebtedness or other paper or document, but the Trustee or an Agent, in its powers under this Indenturediscretion, 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.
(g) In The Trustee shall not be deemed to have knowledge of any Default or Event of Default except any Default or Event of Default of which a Trust Officer shall have (x) received written notification from the event Issuer or a Holder at the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right Corporate Trust Office of the Trustee to take and such notice references the actions permitted by Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall not be construed as an obligation mean the actual fact or duty to do so.
(j) Except for information provided statement of knowing by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed a Trust Officer without independent investigation with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesthereto.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 2 contracts
Samples: Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/)
Rights of Trustee. (a) The Trustee, as Trustee and acting in each of its capacities hereunder, may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonon the written advice or opinion of such counsel or on any Opinion of Counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee security and indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or the exercise of its powers under this Indenturedirection.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities Company or any 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The rights, privileges, protections and benefits given to the Trustee’s immunities , including, without limitation, its rights to be indemnified, are extended to, and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, including, but not limited to, as Collateral Agent, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Persons employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) Delivery of reports, information and documents to the Trustee under Section 4.3 and Section 12.3 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(k) In no event shall the Trustee be responsible or liable for 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 if the form of action.
Appears in 2 contracts
Samples: Indenture (Toys R Us Property Co II, LLC), Indenture (Toys R Us Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is not required to give any bond or surety with respect to in fact such a Default is received by a Responsible Officer of the performance Trustee at the Corporate Trust Office of its duties or the exercise of its powers under Trustee, and such notice references the Notes and this Indenture.
(g) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to act hereunder, including the Collateral Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or Issuer and any Guarantor, as the case may be, Guarantor deliver an Officers’ Officer’s Certificate setting forth the names of the individuals and/or titles of officers Officers (with specimen signatures) authorized at such time times to take specified specific actions pursuant to this Indenture, which Officers’ Officer’s Certificate may be signed by any Officer, including any person specified as so authorized herein in any certificate previously delivered and not superseded.
Appears in 2 contracts
Samples: Indenture (Sinclair Broadcast Group, LLC), Indenture (Sinclair Broadcast Group, LLC)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuers shall be sufficient if signed by an Officer of each of the Company or such Guarantor, as the case may beIssuers.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under 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 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 Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder (including as Collateral Trustee), and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by Delivery of reports to the Trustee concerning the Trusteepursuant to Section 4.03 hereof shall not constitute actual knowledge of, or notice to, the Trustee of the information contained therein. The Trustee shall have no responsibility for not be bound to make any information 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, (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 preliminary prospectusSecurity Documents, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect than to confirm receipt of items expressly required to be delivered to the Securities, and Trustee or the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the SecuritiesCollateral Trustee.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, Issuers deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may Indenture (i.e. an incumbency certificate).
(l) The permissive rights of the Trustee shall not be signed by construed as duties.
(m) The Trustee shall not be required to give any Officer, including any person specified as so authorized herein bond or surety in respect of the performance of its powers and not supersededduties hereunder.
Appears in 2 contracts
Samples: Indenture (Toys R Us Inc), Indenture (Toys R Us Inc)
Rights of Trustee. (a) The Trustee, as Trustee and acting in each of its capacities hereunder, may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonon the advice or opinion of such counsel or on any Opinion of Counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee reasonable security and indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or the exercise of its powers under this Indenturedirection.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities Company or any 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The rights, privileges, protections and benefits given to the Trustee’s immunities , including, without limitation, its rights to be indemnified, are extended to, and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Persons employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 2 contracts
Samples: Indenture (Rock-Tenn CO), Indenture (Triumph Group Inc /)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under 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 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 Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or Issuer and any Guarantor, as the case may be, Guarantor deliver an Officers’ Officer’s Certificate setting forth the names of the individuals and/or titles of officers Officers (with specimen signatures) authorized at such time times to take specified specific actions pursuant to this Indenture, which Officers’ Officer’s Certificate may be signed by any Officer, including any person specified as so authorized herein in any certificate previously delivered and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may rely conclusively on rely, and shall be protected in acting or refraining from acting, upon any resolutionBoard Resolution, certificatecertificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, note debenture, or 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or and/or an Opinion of Counsel, which shall conform to the provisions of Section 13.05 (provided that no Opinion of Counsel or bothshall be required in connection with the initial issuance of Notes on the Issue Date). 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 or Opinion of Counsel. 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.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by under this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction The Trustee may consult with counsel of its selection and the advice or notice from the Company or any Guarantor opinion of such counsel as to matters of law shall be sufficient if signed full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required shall be under no obligation to give exercise any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities rights or powers vested in it by this Indenture whether on its own motion or at the request, order or direction of such series, any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered and, if requested, provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may determine what actionbe incurred therein or thereby.
(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any Board Resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if anythe Trustee shall determine to make such further inquiry or investigation, it shall be takenentitled, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer.
(h) The Trustee’s immunities and protections from liability and its right Trustee shall not be required to indemnification give any bond or surety in connection with respect of the performance of its powers and duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitieshereunder.
(i) The permissive right rights of the Trustee to take the actions permitted by do things enumerated in this Indenture shall not be construed as an obligation or duty to do soduties.
(j) Except for information provided by with respect to Section 4.01 (if the Trustee concerning is the TrusteePaying Agent) and Section 4.06, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed duty to inquire as to the performance of the Issuer with respect to the Securitiescovenants contained in Article Four. In addition, and the Trustee shall not be deemed to have knowledge of a Default or Event of Default except (i) any Default or Event of Default occurring pursuant to Section 6.01(1) or 6.01(2), if the Trustee is the Paying Agent, or (ii) any Default or Event of Default of which the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesreceived written notification.
(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 as Trustee, Registrar and Paying Agent, and to each agent, custodian and other Person employed to act hereunder.
(l) 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.
(m) The Trustee may request that the Company or any Guarantor, as Issuer deliver a certificate in the case may be, deliver an Officers’ Certificate form of Exhibit C setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(n) For certain payments made pursuant to this Indenture, which Officers’ Certificate the Trustee may be signed required to make a “reportable payment” or “withholdable payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under the United States Internal Revenue Code of 1986, as amended (the “Code”). The Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Trustee on or prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Trustee shall have the right to request from any party to this Indenture, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Trustee to satisfy their respective reporting and withholding obligations under the Code. To the extent any such forms required to be delivered under this Section 7.02(n) are not provided by the time the related payment is required to be made or are reasonably determined by the Trustee to be incomplete and/or inaccurate in any Officermaterial respect, including the Trustee shall be entitled to withhold on any person specified as so authorized herein such payments to the extent withholding is required under Chapters 3, 4, 24 or 61 of the Code, and shall have no obligation to gross up any such payment. The Trustee shall not supersededbe responsible for any tax withholding and reporting required pursuant to the laws of any country other than the United States of America.
(o) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
Appears in 1 contract
Rights of Trustee. Subject to TIA § 315(a) through (d):
(a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note document (whether in its original or other paper or document 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 any such paper or document.
(b) Before Except as otherwise set forth in this Indenture, before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. 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 or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall 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 agents or its attorneys and shall agents and will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall will be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is 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 unless such Holders have offered to the Trustee indemnity or security satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.
(g) The Trustee shall not be required to give any bond or surety with in respect to of the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takenduties hereunder.
(h) The Trustee’s Trustee shall not deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received from the Company, any Guarantor or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 13.02 hereof, and such notice references the Notes and this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no Default or Event of Default exists.
(i) The rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including without limitation its right to indemnification in connection with the performance of its duties under this Indenture be compensated, reimbursed, and indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder as Agent, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Person employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by In no event shall the Trustee concerning be responsible or liable for any failure or delay in the Trusteeperformance 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 have no responsibility for any information use reasonable efforts which are consistent with accepted practices in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect the banking industry to resume performance as soon as practicable under the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiescircumstances.
(k) 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.
(l) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions furnish the Trustee with Officer’s Certificates, Company requests and any other matters or directions pursuant to this Indenture.
(m) The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, or other paper or document, or inquire as to the performance by the Company 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 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.
(n) For certain payments made pursuant to this Indenture, which Officers’ Certificate the Trustee or the Paying Agent may be signed required to make a “reportable payment” or “withholdable payment” and in such cases the Trustee or the Paying Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the Code. The Trustee or the Paying Agent shall have the sole right to make the determination (to be reasonably determined in good faith) as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8 (or, in each case, any successor form) to the Trustee or the Paying Agent prior to closing, and upon request by the Trustee or the Paying Agent, shall promptly update any Officersuch form to the extent such form becomes obsolete or inaccurate in any respect. The Trustee or the Paying Agent shall have the right to request from any party to this Indenture, including or any person specified other Person entitled to payment hereunder, any additional forms, documentation or other information as so authorized herein may be reasonably necessary for the Trustee or the Paying Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 7.02(n) are not supersededprovided prior to or by the time the related payment is required to be made or are reasonably determined in good faith by the Trustee or the Paying Agent to be incomplete and/or inaccurate in any respect, the Trustee or the Paying Agent shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment.
Appears in 1 contract
Samples: Indenture (Park Ohio Holdings Corp)
Rights of Trustee. Subject to Section 6.1 and the provisions of the Trust Indenture Act:
(a) The Trustee may conclusively rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note document (whether in its original or other paper or document 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 any the document, but the Trustee, in its discretion, may make such paper further inquiry or documentinvestigation 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 sole cost of the Company.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel or bothCounsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate or Opinion of Counsel. .
(c) Subject to the provisions of Section 6.1(c), the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.
(d) 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 in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel.
(ce) 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 reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(f) 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 any misconduct or negligence on the part of any agent or attorney appointed with due care.
(d) The Trustee shall not be liable for any action care by it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenturehereunder.
(g) In the event the Trustee receives inconsistent or conflicting requests The rights, privileges, protections, immunities and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant benefits given to the provisions of this IndentureTrustee, the Trustee may determine what actionincluding, if anywithout limitation, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided other Person employed by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect due care to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesact hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Viatel Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuers shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuers.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two unless written notice of any event which is in fact such a Default or more groups Event of Holders of a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities Trustee, and such notice references the Notes and this Indenture. Delivery of such series, reports to the Trustee or any Agent pursuant to the provisions of this IndentureSection 4.03 hereof shall not constitute actual knowledge of, or notice to, the Trustee may determine what action, if any, shall be takenor such Agent of the information contained therein.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each Agent, Custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee and any Agent may request that the Company or and any Guarantor, as the case may be, Guarantor deliver an Officers’ Officer’s Certificate setting forth the names of individuals and/or titles of officers (with specimen signatures) authorized at such time times to take specified specific actions pursuant to this Indenture, which Officers’ Officer’s Certificate may be signed by any Officer, including any person specified as so authorized herein in any such certificate previously delivered and not supersededsuperceded.
Appears in 1 contract
Samples: Indenture (PBF Energy Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on and shall be protected in acting or refraining from acting upon any resolutiondocument (whether in its original, certificate, statement, direction, consent, order, bond, note facsimile or other paper or document 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of 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 delivery of the Initial Notes on the Issue Date and (y) no Opinion of Counsel will be 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 new 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 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 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 agents or its attorneys and shall agents and will not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall Issuer will be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The Trustee is 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 unless such Holders have offered, and if requested, provided to the Trustee indemnity and/or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.
(g) The Trustee shall not be required to give any note, bond or surety with in respect to of the performance of its duties or the exercise of its trusts and powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, Issuer deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized herein in such certificate previously delivered and not superseded.
(i) 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 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.
(o) The permissive right of the Trustee to take actions that are permitted, but not required, by this Indenture or the other Note Documents shall not be construed as an obligation or duty to do so.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor an Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is not required to give any bond or surety with respect to in fact such a Default is received by a Responsible Officer of the performance Trustee at the Corporate Trust Office of its duties or the exercise of its powers under Trustee, and such notice references the Senior Notes and this Indenture.
(g) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or Issuers and any Guarantor, as the case may be, Guarantor deliver an Officers’ Officer's Certificate setting forth the names of the individuals and/or titles of officers Officers (with specimen signatures) authorized at such time times to take specified specific actions pursuant to this Indenture, which Officers’ Officer's Certificate may be signed by any Officer, including any person specified as so authorized herein in any certificate previously delivered and not superseded.
Appears in 1 contract
Rights of Trustee. Subject to Section 7.01:
(a) The Trustee may rely conclusively on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, direction, consent, order, bond, note 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or and/or an Opinion of Counsel or bothCounsel, which shall conform to the provisions of Section 13.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate certificate or Opinion of Counsel. 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 thereonopinion.
(c) The Trustee may act through attorneys and agents or attorneys of its selection and shall not be responsible for the misconduct or negligence of any agent or attorney (other than an agent who is an employee of the Trustee) 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 Indenturepowers.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction The Trustee may consult with counsel and the advice or notice from the Company or any Guarantor opinion of such counsel as to matters of law shall be sufficient if signed full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required to give Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any bond or surety with respect to resolution of the performance Board of its duties or the exercise of its powers under this IndentureDirectors may be sufficiently evidenced by a Board Resolution.
(g) In the event the The Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount shall be under no obligation to exercise any of the outstanding Securities rights or powers vested in it by this Indenture at the request or direction of such series, any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee may determine what actionreasonable security or indemnity against the costs, if any, shall expenses and liabilities which might be takenincurred by it in compliance with such request or direction.
(h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee’s immunities and protections from liability and , in its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee in each of its capacities hereunder shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment premises of the SecuritiesCompany, personally or by agent or attorney.
(i) The permissive right Trustee shall not be deemed to have notice of any Event of Default unless a Trust Officer of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation has actual knowledge thereof or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, unless the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to received written notice thereof at the SecuritiesCorporate Trust Office of the Trustee, and such notice references the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Securities and this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Airxcel Inc)
Rights of Trustee. Subject to TIA ss. 315(a) through (d):
(a) The Trustee may rely conclusively and shall be protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel or bothwhich shall conform to Section 12.5. 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 or Opinion of Counsel. 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.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, any demand, request, direction or notice from Indenture and the Company or any Guarantor Securities shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect powers vested in it by this Indenture at the request or direction of any of the Securityholders, unless such Securityholders shall have offered to the performance of its duties Trustee security or indemnity reasonably satisfactory to the exercise of its powers under this IndentureTrustee against the losses, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be liable with respect to any action taken or omitted to be taken by it good faith in accordance with the event direction of the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups Securityholders of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the Securities at the time outstanding Securities of such series, pursuant relating to the provisions time, method and place of conducting any proceeding for any remedy available to the Trustee or involving the exercise of any right, duty, trust or power conferred upon the Trustee under the TIA or this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Comforce Corp)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note document (whether in original or other paper or document 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance thereonon the advice or opinion of such counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee security or indemnity reasonably satisfactory to the exercise of its powers under this IndentureTrustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The rights, privileges, protections and benefits given to the Trustee’s immunities , including, without limitation, its rights to be indemnified, are extended to, and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Persons employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 1 contract
Samples: Indenture (Yankee Holding Corp.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note 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 or persons, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Trustee need not investigate any fact or matter stated in any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. 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 or Opinion of CounselCounsel and will not be responsible to anyone for any loss occasioned by so acting or refraining from acting. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall 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 agents or its attorneys and shall agents and will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall will be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is not required will be under no obligation to give exercise any bond of the rights or surety with respect powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the performance of its duties Trustee indemnity or security satisfactory to it against the exercise of its powers under this Indenturelosses, liabilities and expenses that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall have no duty to inquire as to the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount performance of the outstanding Securities of such series, pursuant Company with respect to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.covenants contained in Articles IV and V.
(h) The Delivery of reports, information and documents to the Trustee under Section 4.05 (“Reporting”) is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from 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).
(i) The rights, powers, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each Agent, custodian and other Person employed to act hereunder, including the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soSecurity Agent.
(j) Except The Trustee shall not be responsible or liable for information provided any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee concerning or the Trustee, the Trustee shall have no responsibility for exercising of any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiespower conferred by this Indenture.
(k) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future holdings of Notes and upon Notes executed and delivered in exchange therefor or in place thereof.
(l) The Trustee may request that the Company or any Guarantor, as the case may be, 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 OfficerPerson authorized to sign an Officers’ Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(m) 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.
(n) The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.
(o) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under the 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 services; accidents; labor disputes; acts of civil or military authorities and governmental action; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or other paper notice 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate Officer’s Certificates 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 thereonaccordance with the advice or opinion of such counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuers shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuers.
(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if 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 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 Notes and this Indenture.
(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 indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, attorney, attorney-in-fact, custodian and other Person employed to act hereunder.
(j) The Trustee shall not be required to give any bond or surety with in respect to of the performance of its powers and duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieshereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, Issuers deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Uniti Group Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note document (whether in original or other paper or document 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing, and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance thereonon the advice or opinion of such counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution of the Board of Directors of the Company. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer officer of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee reasonable security or indemnity satisfactory to the exercise of its powers under this IndentureTrustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, but the Trustee receives inconsistent Trustee, in its discretion, may make such further inquiry or conflicting requests and indemnity from two investigation into such facts or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee matters as it may determine what action, if any, shall be takensee fit.
(h) The rights, privileges, protections and benefits given to the Trustee’s immunities , including, without limitation, its rights to be indemnified, are extended to, and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend to the Trustee’s officerseach agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right other Persons employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received from the Company or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 12.2 hereof, and such notice references the Notes and this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.
Appears in 1 contract
Samples: Indenture (Actuant Corp)
Rights of Trustee. Subject to Section 7.01:
(a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(ed) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company Company. Any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution.
(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 unless such GuarantorHolders shall have offered to the Trustee reasonable security or indemnity against the costs, as the case may beexpenses and liabilities that might be incurred by it in compliance with such request or direction.
(f) 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 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 from the Company or 57 the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and this Indenture.
(g) The Trustee shall not be required to give any bond or surety with in respect to of the performance of its power and duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takenhereunder.
(h) The Trustee’s immunities and protections from liability and its right Trustee shall have no duty to indemnification in connection with inquire as to the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the SecuritiesCompany's covenants herein.
(i) The permissive right Trustee may execute any of the Trustee to take the actions permitted trusts or powers hereunder or perform any duties hereunder either directly or by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum through agents or other disclosure material distributed with respect to the Securities, attorneys and the Trustee shall have no responsibility not be responsible for compliance any misconduct or negligence on the part of any agent or attorney appointed with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesdue care by it hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Medvest Holdings Corp)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor an Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under 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 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 Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Trustee concerning the Trustee, the Issuers. The Trustee shall have no not at any time be under any duty or responsibility for to any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect Holders to determine whether the Securities, Additional Interest is payable and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesamount thereof.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Tenth Supplemental Indenture.
(e) Unless otherwise specifically provided in this Tenth Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Tenth Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Tenth Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Ninth Supplemental Indenture.
(e) Unless otherwise specifically provided in this Ninth Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Ninth Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Ninth Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Fifteenth Supplemental Indenture.
(e) Unless otherwise specifically provided in this Fifteenth Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Fifteenth Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Fifteenth Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note 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. 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or bothCounsel. 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 or Opinion of Counsel. 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.
(c) The Trustee may act through agents agents, attorneys or attorneys custodians and shall not be responsible for the misconduct or negligence of any agent agent, attorney or attorney custodian appointed with due care.
(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 its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in 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, any demand, request, direction or notice from Indenture and the Company or any Guarantor Securities shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The permissive rights of the Trustee is to do things enumerated in this Indenture shall not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenturebe construed as a duty unless so specified herein.
(g) In the event the The Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount shall be under no obligation to exercise any of the outstanding Securities rights or powers vested in it by this Indenture at the request or direction of such series, any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee may determine what actionsecurity or indemnity satisfactory to the Trustee against the costs, if any, shall expenses and liabilities that might be takenincurred by it in compliance with such request or direction.
(h) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
Appears in 1 contract
Samples: Indenture (Saks Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Twenty-Third Supplemental Indenture.
(e) Unless otherwise specifically provided in this Twenty-Third Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Twenty-Third Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Twenty-Third Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, instrument, opinion, notice, report, request, direction, consent, order, bond, note debenture or other paper document (whether in original or document facsimile form or PDF transmission) 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 any such paper or documenttherein.
(ba) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both; provided that no Officer’s Certificate or Opinion of Counsel shall be required to be delivered in connection with the issuance of the Notes that are issued on the Issue Date. 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 or Opinion of Counsel. The Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing, and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance thereonon the advice or opinion of such counsel.
(cb) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(dc) 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 its the discretion or rights or powers conferred upon it by this Indenture.
(ed) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Subsidiary Guarantor shall be sufficient if signed by an Officer of the Company or such Subsidiary Guarantor.
(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 unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, as the case may beexpenses, loss and liabilities that might be incurred by it in compliance with such request or direction.
(f) The Trustee is shall not required be bound to give make any bond investigation into the facts or surety with respect 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 documents, 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 normal business hours the performance books, records and premises of its duties the Company, personally or by agent or attorney at the exercise sole cost of its powers under this Indenturethe Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(g) In the event the Trustee receives inconsistent or conflicting requests The rights, privileges, protections, immunities and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant benefits given to the provisions of this IndentureTrustee, the Trustee may determine what actionincluding, if anywithout limitation, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend hereunder, to the Trustee’s officersAgents and to each other agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right Person employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(kh) The Trustee may request that the Company or any and each of the Subsidiary Guarantors shall deliver to the Trustee an Officer’s Certificate setting forth the names of individuals and/or titles of Officers of the Company and each Subsidiary Guarantor, as applicable, authorized at such time to take specified actions pursuant to this Indenture of the case Company, the Notes and the Subsidiary Guarantees, which Officer’s Certificate may bebe 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.
(i) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or the Trustee shall have received from the Company or Subsidiary Guarantor or from any Holder written notice thereof at its address set forth in Section 11.1 and such notice references the Notes and this Indenture. In the absence of such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.
(j) 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.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(l) 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 thereunder, or in the exercise of any of its rights or powers.
(m) The Trustee shall have no obligation to pursue any action that is not in accordance with applicable law.
(n) The permissive rights of the Trustee enumerated herein shall not be construed as duties.
(o) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes; the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or and the titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any OfficerPerson authorized to sign an Officers’ Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(p) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event.
Appears in 1 contract
Samples: Indenture (SYNAPTICS Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or bothboth which shall conform to the provisions of Section 12.05 of this Indenture, except that no Opinion of Counsel will be required to be furnished to the Trustee in connection with the authentication and delivery of the Initial Notes on the Issue Date. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company Issuer or any a Guarantor shall be sufficient if signed by an Officer of the Company Issuer or such Guarantor, as the case may be.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under if it shall have reasonable grounds for believing that repayment of such funds or security 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 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 existence of a Default or Event of Default, the Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each Agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, Issuer and each Guarantor deliver an Officers’ Certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officerperson authorized to sign an Officers’ Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuers shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuers.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two unless written notice of any event which is in fact such a Default or more groups Event of Holders of a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities Trustee, and such notice references the Notes and this Indenture. Delivery of such series, reports to the Trustee or any Agent pursuant to the provisions of this IndentureSection 4.03 hereof shall not constitute actual knowledge of, or notice to, the Trustee may determine what action, if any, shall be takenor such Agent of the information contained therein.
(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 Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each Agent, Custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee and any Agent may request that the Company or and any Guarantor, as the case may be, Guarantor deliver an Officers’ Officer’s Certificate setting forth the names of individuals and/or titles of officers (with specimen signatures) authorized at such time times to take specified specific actions pursuant to this Indenture, which Officers’ Officer’s Certificate may be signed by any Officer, including any person specified as so authorized herein in any such certificate previously delivered and not supersededsuperceded.
Appears in 1 contract
Samples: Indenture (PBF Holding Co LLC)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities Trustee, and such notice references the Notes and this Indenture. Delivery of such series, reports to the Trustee pursuant to the provisions of this IndentureSection 4.03 hereof shall not constitute actual knowledge of, or notice to, the Trustee may determine what action, if any, shall be takenof the information contained therein.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officershereunder, directorsThe Bank of New York Mellon Trust Company, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any GuarantorN.A., as the case may beCollateral Agent and each agent, deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time custodian and other Person employed to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not supersededact hereunder.
Appears in 1 contract
Samples: Indenture (Energy Future Intermediate Holding CO LLC)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Nineteenth Supplemental Indenture.
(e) Unless otherwise specifically provided in this Nineteenth Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Nineteenth Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Nineteenth Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. Subject to TIA Section 315(a) through (d):
(a) The Trustee may rely conclusively and shall be protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel or bothwhich shall conform to Section 12.5. 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 or Opinion of Counsel. 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.72 64
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute wilful misconduct or negligence.
(e) Unless otherwise specifically provided in The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, any demand, request, direction or notice from Indenture and the Company or any Guarantor Securities shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect powers vested in it by this Indenture at the request or direction of any of the Securityholders, unless such Securityholders shall have offered to the performance of its duties Trustee security or indemnity reasonably satisfactory to the exercise of its powers under this IndentureTrustee against the losses, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be liable with respect to any action taken or omitted to be taken by it good faith in accordance with the event direction of the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups Securityholders of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the Securities at the time outstanding Securities of such series, pursuant relating to the provisions time, method and place of conducting any proceeding for any remedy available to the Trustee or involving the exercise of any right, duty, trust or power conferred upon the Trustee under the TIA or this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (H R Window Supply Inc)
Rights of Trustee. (a) The Trustee may rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel 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.
(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.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any the Guarantor shall be sufficient if signed by an Officer of the Company or such the Guarantor, as the case may be.
(f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesSecurities, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum the Offering Memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any the Guarantor, as the case may be, 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 Indentureindenture, which Officers’ Certificate may be signed by any Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 1 contract
Samples: Indenture (Nabors Industries LTD)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided In the event the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Trustee concerning the Trustee, the Issuer. The Trustee shall have no not at any time be under any duty or responsibility for to any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect Holders to determine whether the Securities, Additional Interest is payable and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesamount thereof.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Hca Inc/Tn)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, instrument, opinion, notice, report, request, direction, consent, order, judgment, bond, note debenture or other paper document (whether in original or document facsimile form or PDF or other electronic transmission) 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 any such paper or documenttherein.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both; provided that (x) no Officer’s Certificate or Opinion of Counsel shall be required to be delivered in connection with the issuance of the Notes that are issued on the Issue Date or (y) no Opinion of Counsel shall be required to be delivered in connection with the execution of any amendment or supplement entered into in connection with adding a Guarantor in the form of Exhibit B or releasing a Guarantor pursuant to the terms of this 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 or Opinion of Counsel. The Prior to taking, suffering or admitting any action, the Trustee may consult with counsel of the Trustee’s own choosing, and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance thereonon the advice or opinion of such counsel.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the discretion or rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company Issuer or any a Subsidiary Guarantor shall be sufficient if signed by an Officer of the Company Issuer or such Subsidiary Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect powers vested in it by this Indenture at the request, order or direction of any of the Holders unless such Holders shall have offered, and if requested, provided to the performance of its duties Trustee security or indemnity satisfactory to the exercise of its powers under this IndentureTrustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend hereunder, to the Trustee’s officersAgents and to each other agent, directors, agents, attorneys custodian and employees. Such immunities and protections and right Person employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as Issuer and each of the case may be, Subsidiary Guarantors shall deliver to the Trustee an Officers’ Officer’s Certificate setting forth the names of individuals and/or titles of officers Officers of the Issuer and each Subsidiary Guarantor, as applicable, authorized at such time to take specified actions pursuant to this IndentureIndenture of the Issuer, the Notes and the Subsidiary Guarantees, which Officers’ Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received from the Issuer or Subsidiary Guarantor or from any Holder written notice thereof at its address set forth in Section 11.1 and such notice references the Notes, this Indenture and the specifics of such Default or Event of Default. In the absence of such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.
(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) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) 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 thereunder, or in the exercise of any of its rights or powers.
(n) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties hereunder.
Appears in 1 contract
Samples: Indenture (PROG Holdings, Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel or both 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or security 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 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 Notes and this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(j) The Trustee may request that the Issuer and any Guarantor deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person specified as so authorized in any certificate previously delivered and not superseded.
(k) The Trustee shall not be required to give any bond or surety with in respect to of the performance of its powers and duties or the exercise of its powers under this Indenturehereunder.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(il) The permissive right of the Trustee to take the or refrain from taking any actions permitted by this Indenture enumerated herein shall not be construed as an obligation or duty to do soa duty.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (JELD-WEN Holding, Inc.)
Rights of Trustee. (a) The Trustee and any Paying Agent may rely conclusively on upon, and shall be protected in acting or refraining from acting based upon, any resolution, certificate, statement, direction, consent, order, bond, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Neither the Trustee nor any Paying Agent need not investigate any fact or matter stated in any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate Certificate, the written advice of a qualified tax expert or an Opinion of Counsel or bothCounsel. 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 Certificate, the qualified tax expert’s written advice or the Opinion of Counsel. 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.
(c) The Trustee may act through agents or attorneys and shall not be responsible for the willful misconduct or gross negligence of any agent or attorney appointed with due care.
(d) The Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate of the Company (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee or any Paying Agent by copies thereof certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Company.
(e) Neither the Trustee nor any Paying Agent shall not be under any 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 or such Paying Agent security or indemnity satisfactory to the Trustee or such Paying Agent against the costs, expenses and liabilities that might be incurred thereby.
(f) Neither the Trustee nor any Paying Agent shall be liable for any action taken or omitted by it takes or omits to take in good faith which and believed by it believes to be authorized or within its the discretion, rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically ; provided in this Indenture, any demand, request, direction or notice from that the Company or any Guarantor shall be sufficient if signed by an Officer conduct of the Company Trustee or such Guarantor, as the case may be.
Paying Agent does not constitute gross negligence or willful misconduct and provided further that this clause (f) The Trustee is does not required to give any bond or surety with respect to limit the performance effect of its duties or the exercise of its powers under this IndentureSection 7.1(b).
(g) In The Trustee and any Paying Agent may consult with counsel, and the event 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.
(h) Neither the Trustee receives inconsistent nor any Paying Agent shall be bound to make any investigation into the facts or conflicting requests and indemnity from two matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or more groups of other paper or document unless requested in writing by the Holders of a series of Securities, each representing not less than a majority in aggregate principal Principal amount of the outstanding Securities Notes Outstanding; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such seriesinvestigation is, pursuant in the opinion of the Trustee, not satisfactorily assured to the provisions Trustee by the security afforded to it by the terms of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections require from liability and its right the Holders indemnity and/or security satisfactory to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend against such expenses or liabilities as a condition to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesproceeding.
(i) Neither the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Paying Agent may otherwise agree with the Company in writing. Such moneys need not be segregated from other funds except to the extent required by mandatory provisions of law.
(j) In no event shall the Trustee or any Paying Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee or such Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(k) The permissive right rights of the Trustee to take the actions permitted by this Indenture enumerated herein shall not be construed as an obligation or duty to do soduties of the Trustee.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(kl) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers Officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any OfficerOfficer authorized to sign an Officers’ Certificate, including any person Officer specified as so authorized herein in any such certificate previously delivered and not superseded.
(m) 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.
(n) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and any such notice references the Notes or this Indenture.
Appears in 1 contract
Samples: Indenture (BM&FBOVESPA S.A. - Securities, Commodities & Futures Exchange)
Rights of Trustee. Subject to Section 7.01:
(a) The Trustee may rely conclusively rely, and shall be protected in acting or refraining from acting, on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or and/or an Opinion of Counsel or bothCounsel, which shall conform to the provisions of Section 10.05. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate certificate or Opinion of Counsel. 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 thereonopinion.
(c) The Trustee may act through attorneys and agents or attorneys of its selection and shall not be responsible for the misconduct or negligence of any agent or attorney (other than an agent who is an employee of the Trustee) appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.
(e) Before the Trustee acts or refrains from acting, it may consult with legal counsel and the advice or opinion of such legal 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 it hereunder in good faith and in accordance with the advice or opinion of such legal counsel.
(f) Any request or direction of Holdings mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.
(g) The Trustee shall be under no obligation to exercise any of the rights or powers conferred upon vested in it by this Indenture or the Holdings Escrow Agreement at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, 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 Holdings, personally or by agent or attorney.
(i) The Trustee shall not be deemed to have notice of any Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(fj) The Trustee is shall not be required to give any bond or surety with in respect to of the performance of its powers and duties or the exercise of its powers under this Indenturehereunder.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(ik) The permissive right rights of the Trustee to take the actions permitted by do things enumerated in this Indenture shall not be construed as an obligation or a duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility not be answerable for compliance with any U.S. Federal other than its gross negligence or State securities or employee benefit plan laws in connection with the Securitieswillful misconduct.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Manischewitz B Co LLC)
Rights of Trustee. (aA) The Subject to Section 7.01, the Trustee may conclusively rely conclusively on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, direction, consent, order, bond, note 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; if, however, the Trustee shall determine to make such further inquiry or investigation, it shall be entitled during normal business hours of the Company 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 paper inquiry or documentinvestigation.
(bB) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer's Certificate or and/or an Opinion of Counsel or bothCounsel. 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 or Opinion of Counsel. No such Officer's Certificate or Opinion of Counsel shall be at the expense of the Trustee.
(C) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution.
(D) The Trustee may consult with counsel 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.
(cE) The Trustee may act through agents or attorneys attorneys, and the Trustee shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(dF) The Trustee shall not be liable for any action it takes takes, suffers or omits to take in good faith faith, which it believes to be authorized or within its discretion, rights or powers conferred upon it by this Indenture.
(eG) Unless otherwise specifically provided in this Indenture, The Trustee shall not have any demand, request, direction or notice from duty to inquire as to the Company or any Guarantor shall be sufficient if signed by an Officer performance of the Company or such Guarantor, as the case may be.
(f) The Trustee is not required to give any bond or surety with respect to the performance covenants contained in Article IV. In addition, the Trustee shall not be deemed to have knowledge or notice of a Default, Event of Default, Fundamental Change or Make-Whole Fundamental Change except (i) with respect to the Trustee, any Default or Event of Default occurring pursuant to Sections 6.01(i) or 6.01(ii), or (ii) any Default, Event of Default, Fundamental Change, Make-Whole Fundamental Change of which a Responsible Officer of the Trustee shall have received written notification from a Holder or the Company of the circumstances constituting the same and stating so in such written notifications. Except as otherwise provided herein, the Trustee may, in the absence of receipt of such written notification, conclusively assume that there is no Default, Event of Default, Fundamental Change or Make-Whole Fundamental Change. Delivery of reports, information and documents to the Trustee under Article IV (other than Sections 4.04 and 4.07) is for informational purposes only and the receipt by the Trustee of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its duties or covenants hereunder (as to which each of the exercise of its powers under this IndentureTrustee is entitled to rely on Officer's Certificates).
(gH) In The Trustee shall not be under any obligation to exercise any of the event rights or powers vested 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 receives inconsistent security or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant satisfactory to the provisions of this IndentureTrustee in its discretion against the costs, the Trustee may determine what action, if any, shall expenses and liabilities which might be takenincurred by it in compliance with such request or direction.
(hI) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and each Securities Agent, Securities Custodian and other person employed to act hereunder; in and during an Event of Default, only the Trustee, and not any agent, shall extend be subject to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesprudent person standard.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(kJ) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ 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 Officers’ Officer's Certificate may be signed by any person authorized to sign an Officer's Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(K) 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.
(L) 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.
(M) The rights of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable other than for its gross negligence or willful misconduct in the performance of such act.
(N) The Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.
(O) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, (i) any act or provision of any present or future law or regulation or governmental authority, (ii) any act of God, (iii) natural disaster, (iv) war, (v) terrorism, (vi) civil unrest, (vii) accidents, (viii) labor dispute, (ix) disease, (x) epidemic or pandemic, (xi) quarantine, (xii) national emergency, (xiii) loss or malfunction of utility or computer software or hardware, (xiv) communications system failure, (xv) malware or ransomware or (xvi) unavailability of the Federal Reserve Bank wire or telex system or other wire or other funds transfer systems, or (xvii) 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.
(P) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
Appears in 1 contract
Samples: Indenture (Equinox Gold Corp.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel or both 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an a Responsible Officer of the Company or such Guarantor, as the case may beIssuer.
(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or security 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 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 Notes and this Indenture.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder, including the Second Lien Notes Collateral Agent.
(j) The Trustee may request that the Issuer and any Notes Guarantor deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of Responsible Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person specified as so authorized in any certificate previously delivered and not superseded.
(k) The Trustee shall not be required to give any bond or surety with in respect to of the performance of its powers and duties or the exercise of its powers under this Indenturehereunder.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(il) The permissive right of the Trustee to take the or refrain from taking any actions permitted by this Indenture enumerated herein shall not be construed as an obligation or duty to do soa duty.
(jm) Except for information provided by In the Trustee concerning absence of written notice from the Trusteeapplicable representative of the Accounts to the contrary, the Trustee and the Second Lien Notes Collateral Agent shall be entitled to conclusively treat the Disposition Date as having not occurred.
(n) In the absence of written notice from Xxxxxxx Xxxxx & Co. LLC to the contrary, the Trustee and the Second Lien Notes Collateral Agent shall be entitled to conclusively treat the GS Sell-Down Date as having not occurred.
(o) Without limiting the generality of any of the other protections granted to the Trustee and Second Lien Notes Collateral Agent, whenever in this Indenture or any Notes Document, an action is to be taken by, notice given to or it be otherwise desireable to determine the identity of and/or the amount of Notes Beneficially Owned by, an Account, an Account Party or the Controlling Party, the Trustee or Notes Collateral Agent shall be entitled to conclusively rely on an Officer’s Certificate of the Issuer and shall have no responsibility for liability to any information in any preliminary prospectusAccount, final prospectusAccount Party, preliminary offering memorandumHolder, offering memorandum Note Party or other disclosure material distributed with respect Person for acting in reliance thereon. Each of the Trustee and the Second Lien Notes Collateral Agent may (but shall not be obligated to) request that Accounts and Account Parties furnish such information to it in writing to enable the SecuritiesTrustee and/or Second Lien Notes Collateral Agent, as applicable, to determine whether consent or direction from a Controlling Party has been obtained, and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that if an Account or Account Party shall fail or refuse reasonably promptly to provide the requested information, the Trustee or Second Lien Notes Collateral Agent, as applicable, shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine. Each of the Trustee and Second Lien Notes Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of this Section 7.02(o) (or as otherwise directed by a court of competent jurisdiction) and shall have no responsibility for compliance with liability to any U.S. Federal Account, Account Party, Holder, Note Party or State securities or employee benefit plan laws in connection with the Securitiesother Person as a result of such determination.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Sotera Health Co)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under 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 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 Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by Delivery of reports to the Trustee concerning the Trusteepursuant to Section 4.03 hereof shall not constitute actual knowledge of, or notice to, the Trustee shall have no responsibility for any of the information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiescontained therein.
(k) In the event that, as of any Record Date, the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than the Record Date prior to the next succeeding Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuer. The Trustee may request that shall not at any time be under any duty or responsibility to any Holders to determine whether the Company or any Guarantor, as Additional Interest is payable and the case may be, 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 Officer, including any person specified as so authorized herein and not supersededamount thereof.
Appears in 1 contract
Samples: Indenture (Toys R Us Inc)
Rights of Trustee. (a) The Trustee, as Trustee and acting in each of its capacities hereunder, may conclusively rely conclusively and shall be fully protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of the Trustee’s own choosing and the advice of such counsel or any Opinion of Counsel Trustee shall be full and complete authorization and protection fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonon the advice or opinion of such counsel.
(c) The Trustee may appoint and act through its attorneys, and co-trustee and agents or attorneys and shall not be responsible for the misconduct or negligence of any attorney or agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company Issuer or any a Guarantor shall be sufficient if signed by an Officer of the Company Issuer or such Guarantor, as the case may be.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee security and indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or the exercise of its powers under this Indenturedirection.
(g) In The Trustee shall not be bound to make any investigation into the event 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 documents, 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine during normal business hours the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities Issuer or any Guarantor, 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The rights, privileges, protections and benefits given to the Trustee’s immunities , including, without limitation, its rights to be indemnified, are extended to, and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend to each attorney or agent appointed by the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, Issuer 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 OfficerPerson authorized to sign an Officers’ Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential damages (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 shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
Appears in 1 contract
Samples: Indenture (WestRock Co)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Forty-Fourth Supplemental Indenture.
(e) Unless otherwise specifically provided in this Forty-Fourth Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Forty-Fourth Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Forty-Fourth Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. Subject to TIA ss. 315(a) through (d):
(a) The Trustee may rely conclusively and shall be protected in acting or refraining from acting on any resolution, certificate, statement, direction, consent, order, bond, note 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel or bothwhich shall conform to Section 12.5. 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 or Opinion of Counsel. 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.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, any demand, request, direction or notice from Indenture and the Company or any Guarantor Securities shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect powers vested in it by this Indenture at the request or direction of any of the Securityholders, unless such Securityholders shall have offered to the performance of its duties Trustee security or indemnity reasonably satisfactory to the exercise of its powers under this IndentureTrustee against the losses, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be liable with respect to any action taken or omitted to be taken by it good faith in accordance with the event direction of the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups Securityholders of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the Securities at the time outstanding Securities of such series, pursuant relating to the provisions time, method and place of conducting any proceeding for any remedy available to the Trustee or involving the exercise of any right, duty, trust or power conferred upon the Trustee under the TIA or this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right Trustee shall not be deemed to indemnification have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in connection with the performance of its duties under this Indenture shall extend and be enforceable fact such a default is received by the Trustee in each at the Corporate Trust Office of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, and such notice references the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, Debentures and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Comforce Corp)
Rights of Trustee. Subject to Section 7.1:
(a) The Trustee may rely conclusively on in good faith rely, and shall be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note debenture, note, other evidence of indebtedness or other paper or document (whether in 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 any 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). The Trustee is entitled to make further inquiry or investigation into such paper facts or documentmatters.
(b) Before the Trustee acts or refrains from actingacting at the direction of the Company or any Subsidiary Guarantor, it may require an Officers’ Certificate or and/or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such an Officers’ Certificate or Opinion of Counsel. 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.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be responsible for the misconduct or negligence of any any, provided that each such attorney or agent or attorney is appointed by the Trustee 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 Indenturepowers.
(e) Unless otherwise specifically provided The Trustee may consult with counsel of its selection, and the advice or the 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 this Indenturerespect to any action taken, any demand, request, direction omitted or notice from suffered by it hereunder in good faith and in accordance with the Company advice or any Guarantor shall be sufficient if signed by an Officer opinion of the Company or such Guarantor, as the case may becounsel.
(f) The If the Trustee is not required shall determine, it shall be entitled to give any bond examine the books, records and premises of the Company, personally or surety with respect to by agent or attorney, at the performance expense of its duties or the exercise of its powers under this IndentureCompany.
(g) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount has received written notice of the outstanding Securities occurrence of any such seriesevent or facts establishing that the Company is not performing all of its obligations under the Indenture and the Notes or an Event of Default has occurred at the Corporate Trust Office of the Trustee, pursuant to and such notice references the provisions of Notes and this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by the Trustee and in each of its other capacities hereunder hereunder, and shall extend to the Trustee’s officerseach Agent, directorsagent, agents, attorneys custodian and employees. Such immunities and protections and right other Person employed to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 OfficerPerson authorized to sign an Officers’ Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(j) If any Subsidiary Guarantor is substituted to make payments on behalf of the Company pursuant to Article X, the Company shall promptly notify the Trustee and any clearing house through which the Notes are traded of such substitution. The addition of any Future Subsidiary Guarantor shall be subject to the internal verification process of the Trustee.
(k) The Company shall deliver to the Trustee a copy of all notices and circulars addressed to shareholders or creditors of the Company.
Appears in 1 contract
Samples: Indenture (LDK Solar Co., Ltd.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee reasonable security or indemnity against the exercise of its powers under this Indenturecosts, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers' Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 1 contract
Samples: Indenture (Russel Metals Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities Trustee, and such notice references the Notes and this Indenture. Delivery of such series, reports to the Trustee pursuant to the provisions of this IndentureSection 4.03 hereof shall not constitute actual knowledge of, or notice to, the Trustee may determine what action, if any, shall be takenof information contained therein.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Energy Future Intermediate Holding CO LLC)
Rights of Trustee. Subject to its duties and responsibilities under the TIA,
(a) The Trustee may conclusively rely conclusively on any resolution, certificate, statement, direction, consent, order, bond, note 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require a Company Request or Company Order, an Officers’ ' Certificate or an Opinion of Counsel or bothCounsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of 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.
(c) The Trustee may act through agents or and attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(d) The Subject to the provisions of Section 5.01(c), the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.
(e) The Trustee may consult with counsel selected by it and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.
(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, 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.
(g) 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, 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 sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(ei) Unless otherwise specifically provided in this Indenture, The Trustee shall not be deemed to have notice of any demand, request, direction Default or notice from the Company or any Guarantor shall be sufficient if signed by an Event of Default unless a Responsible Officer of the Company Trustee has actual knowledge thereof or unless written notice of any event which is in fact such Guarantora default is received by the Trustee at the Corporate Trust Office of the Trustee, as and such notice references the case may be.
(f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under Securities and this Indenture.
(gj) In the event the Trustee receives inconsistent or conflicting requests The rights, privileges, protections, immunities and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant benefits given to the provisions of this IndentureTrustee, the Trustee may determine what actionincluding, if anywithout limitation, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesto each agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers' Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 1 contract
Samples: Indenture (Wells Fargo & Co/Mn)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Twenty-Sixth Supplemental Indenture.
(e) Unless otherwise specifically provided in this Twenty-Sixth Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Twenty-Sixth Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Twenty-Sixth Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. Notwithstanding anything in the foregoing to the contrary, an Opinion of Counsel will not be required in connection with (x) the addition of new or additional Guarantors, except to the extent required under the Senior Credit Facilities, or (y) the Issuer or any Guarantor subjecting any after-acquired collateral other than Material Owned Real Property (including any assets of new or additional Guarantors) to the Liens created under the Security Documents, in each case, occurring after the Issue Date.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may bethereof.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under 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 of any Default or Event of Default unless a Responsible Trustee Officer has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, punitive or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder (including as Notes Collateral Agent), and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(ij) The permissive right rights of the Trustee to take the certain actions permitted by under this Indenture shall not be construed as an obligation or a duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesunless so specified herein.
(k) 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, 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.
(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 or any Guarantor, as the case may be, Issuer deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Michaels Companies, Inc.)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper document. The Trustee, however, in its discretion, may make such further inquiry or documentinvestigation 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 sole expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee shall be entitled to accept such opinion and certificate as sufficient and conclusive evidence of the fulfillment of the applicable conditions precedent, in which event it shall be conclusive and binding on the Holders. 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 agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(ed) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company.
(e) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from the Company or the Holders of 25% in aggregate principal amount of the outstanding Notes, and such Guarantornotice references the specific Default or Event of Default, as the case may beNotes and this Indenture.
(f) The Trustee is shall not be required to give any bond or surety with in respect of the performance of its power and duties hereunder.
(g) The Trustee shall have no duty to inquire as to the performance of its duties or the exercise of its powers under this IndentureCompany’s covenants herein.
(gh) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.
(i) Neither the Trustee nor any clearing system through which the Notes are traded shall 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 hereunder or under applicable law or regulation with respect of any transfer, exchange, redemption, purchase or repurchase, as applicable, of interest in any Note.
(j) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of SecuritiesHolders, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesNotes then outstanding, pursuant to the provisions of this Indenture, the Trustee Trustee, in its sole discretion, may determine what action, if any, shall will be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(ik) The permissive right of the Trustee to take the actions permitted by this Indenture shall hereby will not be construed as an obligation or duty to do so.
(jl) Except for information provided by the Trustee concerning The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and will be enforceable by, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieseach of its capacities hereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(km) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officerperson authorized to sign an Officers’ Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
(n) The Trustee is entitled to enter into business transactions with the Company, its Affiliates or any entity related thereto without accounting for any profit.
(o) In connection with the exercise of its functions (including but not limited to those in relation to any proposed modification, authorization, waiver or substitution), the Trustee will have regard to the interests of the Holders as a class, and will not have regard to the consequences of such exercise for individual Holders. The Trustee will not be entitled to require, nor will any Holder be entitled to claim, from the Company or any Guarantor, any indemnification or payment in respect of any tax consequences of any such exercise upon individual Holders.
(p) 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, of 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 the State of New York or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or in the State of New York or if it is determined by any court or other competent authority in that jurisdiction or in the State of New York that it does not have such power.
Appears in 1 contract
Samples: Indenture (Fushi International Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, request, direction, consent, order, bond, note or 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. 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 or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall 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 agents or its attorneys and shall agents and will not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall will be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant Subject to the provisions of Section 7.01(a) of this Indenture, the Trustee may determine what actionwill 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 have offered to the Trustee reasonable indemnity or security against any losses, if any, shall be takenliabilities and expenses that are incurred by it in compliance with such request or direction.
(hg) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee or an Agent to take the actions permitted by perform any discretionary act enumerated in this Indenture shall not be construed as an obligation or duty to do soa duty.
(jh) Except for information provided by the Trustee concerning In no event shall the Trustee, the Trustee shall have no responsibility Noteholder Collateral Agent or an Agent be responsible or liable for any information in any preliminary prospectusspecial, final prospectusindirect, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal consequential loss or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantordamage, as the case may be, deliver an Officers’ Certificate setting forth of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the names Trustee, the Noteholder Collateral Agent or Agent, as the case may be, has been advised of individuals and/or titles the likelihood of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein loss or damage and not supersededregardless of the form of action.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate in accordance with Sections 13.04 and 13.05 or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its 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 either directly or by or through its attorneys and agents or attorneys and shall not be responsible for the any 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture takes or omits to take in accordance with the written direction of the Holders of a majority in principal amount of the outstanding Notes affected thereby 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.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is not required shall be under no obligation to give exercise any bond of the rights or surety with respect 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 performance of its duties Trustee security or indemnity satisfactory to it against the exercise of its powers under this Indenturecosts, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) In The Trustee shall not be bound to make any investigation into the event 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 receives inconsistent shall determine to make such further inquiry or conflicting requests investigation, it shall be entitled to examine the books, records and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount premises of the outstanding Securities 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 series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be takeninquiry or investigation.
(h) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(i) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(j) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee’s , and such notice references the Notes and this Indenture.
(k) The rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitiesact hereunder.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(kl) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper document but the Trustee, in its discretion, may make such further inquiry or documentinvestigation 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.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult with counsel 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beCompany.
(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 unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from the Company or the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and this Indenture.
(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) The Trustee shall not be required to give any bond or surety with in respect of the performance of its power and duties hereunder.
(j) The Trustee shall have no duty to inquire as to the performance of its duties or the exercise of its powers under this IndentureCompany's covenants herein.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hk) The Trustee’s 's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s 's officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnityindemnification, together with the Trustee’s 's right to compensation, shall survive the Trustee’s 's resignation or removal, the defeasance or discharge of this Indenture and final payment of the SecuritiesNotes.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(kl) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officerperson authorized to sign an Officers' Certificate, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 1 contract
Samples: Indenture (Aviall Inc)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Eighth Supplemental Indenture.
(e) Unless otherwise specifically provided in this Eighth Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Eighth Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Eighth Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Travelport LTD)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Twenty-Seventh Supplemental Indenture.
(e) Unless otherwise specifically provided in this Twenty-Seventh Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Twenty-Seventh Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Twenty-Seventh Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under if it shall have 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 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 existence of a Default or Event of Default, the Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removalhereunder, the discharge of this Indenture Collateral Agent, and final payment of the Securities.
(i) The permissive right of the Trustee each agent, custodian and other Person employed to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soact hereunder.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officerperson authorized to sign an Officers’ Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The 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) In no event shall the Trustee be responsible or liable for 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.
(h) 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 each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(i) the Trustee shall not be required to give any bond or surety with in respect to of the performance of its powers and duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant to the provisions of this Indenture, the Trustee may determine what action, if any, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do sohereunder.
(j) Except for information provided Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a request or order of the Trustee concerning Issuer and any resolution of the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesboard of directors may be sufficiently evidenced by a board resolution.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, Issuer deliver an Officers’ Certificate a certificate setting forth the names of individuals and/or and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (Petco Holdings Inc)
Rights of Trustee. (a) The Except as otherwise provided in Section 6.02(g) and the second succeeding sentence, the Trustee may conclusively rely conclusively on and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, directioninstrument, opinion, report, notice, request, consent, order, bondnote, note direction, demand, election 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. Notwithstanding the foregoing, the Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that shall be specifically required to be furnished pursuant to any such paper or documentprovision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.
(b) Before Other than with respect to actions required to be taken by the Trustee pursuant to Section 5.18 and 5.19, before the Trustee acts or refrains from acting, it may require an Officers’ Officer's Certificate (with respect to factual matters) or an Opinion of Counsel or bothCounsel, as applicable. 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 or Opinion of Counsel. 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.
(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 or a custodian or nominee, and the Trustee shall not be responsible for the any misconduct or negligence of on the part of, or for the supervision of, any agent such agent, attorney, custodian or attorney nominee appointed with due carecare by it 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 its rights or powers conferred upon it by this Indenturepowers; provided, however, that the Trustee's conduct does not constitute willful misconduct, negligence or bad faith.
(e) Unless otherwise specifically provided in The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, any demand, request, direction or notice from Indenture and the Company or any Guarantor Notes shall be sufficient if signed full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required shall be under no obligation to give institute, conduct or defend any bond or surety with respect to the performance of its duties or the exercise of its powers litigation under this Indenture or in relation to this Indenture.
(g) In , at the event request, order or direction of any of the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such seriesNotes, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill.
(g) 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 or other paper or document, unless requested in writing to do so by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may determine what actionrequire reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of each such investigation shall be paid by the Person making such request, or, if anypaid by the Trustee, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend and be enforceable reimbursed by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the SecuritiesPerson making such request upon demand.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Samples: Indenture (WFS Receivables Corp 3)
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, direction, consent, order, bond, note or 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ ' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ ' Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion and Opinions 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, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through agents its attorneys, accountants, experts and such other professionals as the Trustee deems necessary, advisable or attorneys appropriate and shall not be responsible for the misconduct or negligence of any agent attorney, accountant, expert or attorney other such professional appointed with due care.
(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 its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor shall be sufficient if sufficiently evidenced by a written order signed by an one Officer of the Company or such Guarantor, as the case may beCompany.
(f) The Trustee is shall not required to give be charged with knowledge of any bond Default or surety with respect Event of Default under SECTION 6.1 (other than under SECTION 6.1(a) (subject to the performance following sentence) or SECTION 6.1(b)) unless either (i) a Responsible Officer shall have actual knowledge thereof, or (ii) the Trustee shall have received notice thereof in accordance with SECTION 12.2 from the Company or any Holder of its duties the Notes. The Trustee shall not be charged with knowledge of the Company's obligation to pay Additional Interest, or the exercise cessation of its powers under this Indenturesuch obligation, unless the Trustee receives written notice thereof from the Company or any Holder.
(g) In the event the Trustee receives inconsistent or conflicting requests The rights, privileges, protections, immunities and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities of such series, pursuant benefits given to the provisions of this IndentureTrustee, the Trustee may determine what actionincluding, if anywithout limitation, shall be taken.
(h) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and each agent, custodian and other Person employed to act hereunder.
(h) In no event shall extend to the Trustee’s officersTrustee be responsible or liable for special, directorsindirect, agentsor consequential loss or damage of any kind whatsoever (including, attorneys and employees. Such immunities and protections and right to indemnitybut not limited to, together with loss of profit) irrespective of whether the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment Trustee has been advised of the Securitieslikelihood of such loss or damage and regardless of the form of action.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ ' Certificate in a form reasonably acceptable to it 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 Officer, including any person specified as so authorized herein in any such certificate previously delivered and not superseded.
Appears in 1 contract
Samples: Indenture (Medis Technologies LTD)
Rights of Trustee. (a) The Trustee may rely conclusively on rely, and shall be protected in acting or refraining from acting, upon any resolutionBoard Resolution, certificatecertificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, note debenture, or 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 any such paper or the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or and/or an Opinion of Counsel, which shall conform to the provisions of Section 13.05 (provided that no Opinion of Counsel or bothshall be required in connection with the initial issuance of Notes on the Issue Date). 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 or Opinion of Counsel. 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.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which it reasonably believes to be authorized or within its rights or powers conferred upon it by under this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction The Trustee may consult with counsel of its selection and the advice or notice from the Company or any Guarantor opinion of such counsel as to matters of law shall be sufficient if signed full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by an Officer it hereunder in good faith and in accordance with the advice or opinion of the Company or such Guarantor, as the case may becounsel.
(f) The Trustee is not required shall be under no obligation to give exercise any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(g) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of a series of Securities, each representing less than a majority in aggregate principal amount of the outstanding Securities rights or powers vested in it by this Indenture whether on its own motion or at the request, order or direction of such series, any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered and, if requested, provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may determine what actionbe incurred therein or thereby.
(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any Board Resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if anythe Trustee shall determine to make such further inquiry or investigation, it shall be takenentitled, upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer.
(h) The Trustee’s immunities and protections from liability and its right Trustee shall not be required to indemnification give any bond or surety in connection with respect of the performance of its powers and duties under this Indenture shall extend and be enforceable by the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securitieshereunder.
(i) The permissive right rights of the Trustee to take the actions permitted by do things enumerated in this Indenture shall not be construed as an obligation or duty to do soduties.
(j) Except for information provided by with respect to Section 4.01 (if the Trustee concerning is the TrusteePaying Agent) and Section 4.06, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed duty to inquire as to the performance of the Issuer with respect to the Securitiescovenants contained in Article Four. In addition, and the Trustee shall not be deemed to have knowledge of a Default or Event of Default except (i) any Default or Event of Default occurring pursuant to Section 6.01(1) or 6.01(2), if the Trustee is the Paying Agent or (ii) any Default or Event of Default of which the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitiesreceived written notification.
(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 as Trustee, Registrar and Paying Agent, and to each agent, custodian and other Person employed to act hereunder.
(l) 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.
(m) The Trustee may request that the Company or any Guarantor, as Issuer deliver a certificate in the case may be, deliver an Officers’ Certificate form of Exhibit C setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(n) For certain payments made pursuant to this Indenture, which Officers’ Certificate the Trustee may be signed required to make a “reportable payment” or “withholdable payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under the United States Internal Revenue Code of 1986, as amended (the “Code”). The Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Trustee on or prior to the date hereof, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Trustee shall have the right to request from any party to this Indenture, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Trustee to satisfy their respective reporting and withholding obligations under the Code. To the extent any such forms required to be delivered under this Section 7.02(n) are not provided by the time the related payment is required to be made or are reasonably determined by the Trustee to be incomplete and/or inaccurate in any Officermaterial respect, including the Trustee shall be entitled to withhold on any person specified as so authorized herein such payments to the extent withholding is required under Chapters 3, 4, 24 or 61 of the Code, and shall have no obligation to gross up any such payment. The Trustee shall not supersededbe responsible for any tax withholding and reporting required pursuant to the laws of any country other than the United States of America.
(o) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Thirty-Seventh Supplemental Indenture.
(e) Unless otherwise specifically provided in this Thirty-Seventh Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Thirty-Seventh Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Thirty-Seventh Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Twentieth Supplemental Indenture.
(e) Unless otherwise specifically provided in this Twentieth Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Twentieth Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Twentieth Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
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Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Eleventh Supplemental Indenture.
(e) Unless otherwise specifically provided in this Eleventh Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Eleventh Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Eleventh Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate 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 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 or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Forty-Ninth Supplemental Indenture.
(e) Unless otherwise specifically provided in this Forty-Ninth Supplemental Indenture, any demand, request, direction or notice from the Company or any Guarantor Issuer shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may beIssuer.
(f) The None of the provisions of this Forty-Ninth Supplemental Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under this Indentureif 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) In the event The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee receives inconsistent has actual knowledge thereof or conflicting requests and indemnity from two or more groups unless written notice of Holders of any event which is in fact such a series of Securities, each representing less than a majority in aggregate principal amount Default is received by the Trustee at the Corporate Trust Office of the outstanding Securities of Trustee, and such series, pursuant to notice references the provisions of Notes and this Forty-Ninth Supplemental Indenture, the Trustee may determine what action, if any, shall be taken.
(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(i) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder and shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securitieshereunder, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securitieseach agent, custodian and other Person employed to act hereunder.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, 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 Officer, including any person specified as so authorized herein and not superseded.
Appears in 1 contract
Rights of Trustee. (a) The Trustee may conclusively rely conclusively on upon any resolution, certificate, statement, direction, consent, order, bond, note or 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, 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 paper inquiry or documentinvestigation.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents or attorneys and shall not be 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 take in good faith which that it believes to be authorized or within its the rights or powers conferred upon it by this Indenture.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any a Guarantor shall be sufficient if signed by an Officer of the Company or such Guarantor, as the case may be.
(f) The None of the provisions of this Indenture shall require the Trustee is not required to give expend or risk its own funds or otherwise to incur any bond liability, financial or surety with respect to otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers under 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 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 existence of a Default or Event of Default, the Notes and this Indenture.
(gh) In the no event shall the Trustee receives inconsistent be responsible or conflicting requests and indemnity from two liable for special, indirect, or more groups consequential loss or damage of Holders any kind whatsoever (including, but not limited to, loss of a series profit) irrespective of Securities, each representing less than a majority in aggregate principal amount whether the Trustee has been advised of the outstanding Securities likelihood of such series, pursuant to loss or damage and regardless of the provisions form of this Indenture, the Trustee may determine what action, if any, shall be taken.
(hi) The Trustee’s rights, privileges, protections, immunities and protections from liability and benefits given to the Trustee, including, without limitation, its right to indemnification in connection with the performance of its duties under this Indenture be indemnified, are extended to, and shall extend and be enforceable by by, the Trustee in each of its capacities hereunder hereunder, and shall extend each agent, custodian and other Person employed to act hereunder, including the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnity, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and final payment of the Securities.
(i) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do soAgents.
(j) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any preliminary prospectus, final prospectus, preliminary offering memorandum, offering memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance with any U.S. Federal or State securities or employee benefit plan laws in connection with the Securities.
(k) The Trustee may request that the Company or any Guarantor, as the case may be, deliver an Officers’ Officer’s Certificate setting forth the names of individuals and/or or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person Person specified as so authorized herein in any such certificate previously delivered and not superseded.
(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
Appears in 1 contract
Samples: Senior Notes Indenture (Schweitzer Mauduit International Inc)
