Common use of Special Authorities Clause in Contracts

Special Authorities. 19.1 Within the scope of carrying out the affairs of the trust pursuant to This Deed, the Trustee may commission and act according to the written opinion or advice of any lawyer, accountant, appraiser, assessor, surveyor, broker or other expert, whether such opinion or advice was prepared at the request of the Trustee and/or by the Company, and to act according to its conclusions, and the Trustee shall not be liable for any loss or damage that might be caused as a result of any action performed or any failure to act by the Trustee while relying on such advice or opinion, unless the Trustee acted with negligence and/or with mala fides and/or contrary to the provisions of This Deed or contrary to the provisions of any law. The Trustee shall make available a copy of such opinion or advice for the perusal of the Bondholders and the Company, at their request. The Company shall bear all expenses of employing such external consultants by the Trustee, provided that they shall be reasonable and provided that the identity of the consultants was approved in advance by the Company. The Company shall not refuse to give its consent to such consultants that shall be chosen by the Trustee, except for reasonable reasons. 19.2 Any such advice or opinion can be given, sent or received by letter, telegram, facsimile or by any other electronic means for transmitting information, and the Trustee shall not be liable in respect of actions it performed while relying on advice or opinions or information transmitted via one of the modes of transmission referred to above, even though errors occurred in them or they were not authentic, unless it had been possible to discover the errors or the inauthenticity by reasonable examination, provided that the Trustee had not acted with negligence and/or with mala fides. It is hereby clarified that the documents shall be transmittable, on the one hand, and the Trustee may rely on them, on the other hand, only in the instance whereby they are received clearly, and legibly. In any other instance, the Trustee shall be responsible for demanding the receipt thereof in a manner enabling the reading and comprehension thereof as stated satisfactorily. 19.3 The Trustee shall not be obligated to notify any party of the signing of This Deed and shall not be permitted to interfere in any way whatsoever in the management of the Company’s businesses or affairs. That stated in this clause shall in no way restrict the Trustee in operations that it is required to perform in accordance with This Trust Deed. 19.4 The Trustee shall use the trust, the powers, the authorizations and authorities vested in it pursuant to This Deed at its absolute discretion, and shall not be liable for any damage caused due to an error in judgment as aforesaid, unless the Trustee had acted with negligence and/or with mala fides and/or unreasonably.

Appears in 3 contracts

Samples: Trust Deed (Partner Communications Co LTD), Trust Deed (Partner Communications Co LTD), Trust Deed (Partner Communications Co LTD)

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Special Authorities. 19.1 Within 21.1. The Trustee is entitled, within the scope of carrying out the affairs performance of the trust pursuant to This Deed, the Trustee may commission and act Trust affairs according to this Deed,, to order the written opinion or written advice of any lawyeradvocate, certified public accountant, appraiser, assessor, surveyor, broker mediator or other expert, whether such an opinion or and/or advice was has been prepared at the request of the Trustee and/or by the Company, Company and shall be allowed to act according to in accordance with its conclusions, and the Trustee shall not be liable held accountable for any loss or damage that might be caused as a result of any action performed activity or any failure undertaken by it when agreeing to act by the Trustee while relying on such aforesaid advice or opinion, unless the Trustee acted with being found liable of negligence and/or with mala fides and/or contrary (except negligence exempted by law, as shall be from time to time) and/ or of bad faith and/of malice by a court ruling. The trustee will make available to the provisions of This Deed or contrary to the provisions of any law. The Trustee shall make available Company a copy of such an opinion or advice for advice, to be reviewed by the perusal of the Bondholders Debentures Holders and the Company, at their requestupon demand, unless the Trustee considers that such a reviewed is detrimental to the Debentures Holders rights. The Company shall bear assume all the reasonable expenses of employing such external consultants by for the Trustee, provided that they shall be reasonable and provided that the identity employment of the consultants was approved advisors appointed as aforementioned, should the Trustee notify the Company in advance by the Company. The Company shall not refuse of its intention to give its consent to such consultants that shall be chosen by the Trustee, except for reasonable reasonsreceive an expert opinion or advice as aforesaid. 19.2 21.2. Any such advice or and/or opinion can may be given, sent or received by a letter, telegram, facsimile or by and/or any other electronic means for transmitting information, data transfer medium and the Trustee shall not be liable in respect of actions held accountable for any activity undertaken by it performed while relying on by consenting to the advice or opinions opinion or for any information transmitted via sent by one of the modes of transmission referred to aboveabove mentioned manners, even though should they include any errors occurred in them or they were not be authentic, unless it had been possible to discover the errors or the inauthenticity by lack of authenticity could have been found under a reasonable examination, provided that the Trustee had and unless it did not acted with act negligently (except negligence and/or with mala fidesexempted by law, as shall be from time to time) and/ or in bad faith and/of maliciously. It is hereby clarified that the documents shall be transmittabletransferrable, on the one hand, and the Trustee may rely on is entitle to relay upon them, on the other handside, only in the instance whereby where they are received clearlyin a clear manner, and legiblywhen no difficulty is encountered in their reading. In any other instancecase, the Trustee shall will be responsible for demanding the to request their receipt thereof in such a manner enabling the as to enable their proper reading and comprehension thereof as stated satisfactorilyunderstanding. 19.3 21.3. The Trustee shall will not be obligated requested to notify any party of the signing of This Deed this Deed, and shall is not be permitted allowed to interfere intervene in any way whatsoever manner in the management of the business or affairs of the Company’s businesses or affairs. That stated in The provisions of this clause shall in no way restrict section do not limit the Trustee in operations Trustees activities that it is required should be performed according to perform in accordance with This Trust Deedthis Deed of trust. 19.4 21.4. The Trustee shall faithfully use the trust, the powers, the authorizations and authorities vested in it pursuant to This Deed at granted by this Deed, as per its absolute discretionconsideration, and shall will not be liable responsible for any damage caused due to an error in judgment as aforesaida misjudgment, unless the Trustee had acted with in negligently (except negligence and/or with mala fides and/or unreasonablyexempted by law, as shall be from time to time) and/ or in bad faith and/of maliciously.

Appears in 2 contracts

Samples: Deed of Trust (Internet Gold Golden Lines LTD), Deed of Trust (B Communications LTD)

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