Special Powers. 18.1 The Trustee may, as part of the fulfillment of the Trust affairs under this Deed, act in accordance with the opinion and/or advice of any attorney, accountant, appraiser, assessor, surveyor, mediator or other specialist, whether such opinion and/or advice has been prepared at the Trustee's request and/or by the Company, and the Trustee shall not be responsible for any loss or damage caused in consequence of any act and/or omission performed by it on the basis of such advice or opinion, unless the Trustee has acted negligently or mala fide. 18.2 Any such advice and/or opinion may be given, forwarded or received by means of a letter, telegram, facsimile and/or any other electronic means for transmission of information, and the Trustee shall not be responsible for any acts performed by it on the basis of any advice and/or opinion and/or information transmitted in one of the aforesaid manners, notwithstanding that same contained errors and/or was not authentic, unless the Trustee was aware of such errors or where such errors could have been detected under a reasonable examination. Such opinion shall be open for perusal by any Bondholder, upon demand, with the Trustee, subject to the Bondholder's execution of a letter of confidentiality upon the Company's demand. 18.3 The Trustee shall not be obligated to give notice to any party of the execution of this Deed and may not in any manner interfere with the management of the Company's business or affairs. Nothing in the contents of this section shall limit the Trustee in respect of acts to be performed by it under this Trust Deed. 18.4 The Trustee shall use the trust, powers, authorizations and authorities conferred on it, under this Deed, at its absolute discretion and shall not be responsible for any damage caused in consequence of an error in such discretion, unless the Trustee has acted negligently.
Appears in 4 contracts
Samples: Trust Deed (Elbit Medical Imaging LTD), Trust Deed (Elbit Medical Imaging LTD), Trust Deed (Elbit Medical Imaging LTD)
Special Powers. 18.1 The Trustee may, as part of the fulfillment of the Trust affairs under this Deed, act in accordance with the opinion and/or advice of any attorney, accountant, appraiser, assessor, surveyor, mediator or other specialist, whether such opinion and/or advice has been prepared at the Trustee's ’s request and/or by the Company, and the Trustee shall not be responsible for any loss or damage caused in consequence of any act and/or omission performed by it it, on the basis of such advice or opinion, unless the Trustee has acted negligently or mala fide.
18.2 Any such advice and/or opinion may be given, forwarded or received by means of a letter, telegram, facsimile and/or any other electronic means for transmission of information, and the Trustee shall not be responsible for any acts performed by it on the basis of any advice and/or opinion and/or information transmitted in one of the aforesaid manners, notwithstanding that same contained errors and/or was not authentic, unless the Trustee was aware of such errors or where such errors could have been detected under a reasonable examination. Such opinion shall be open for perusal by any BondholderNoteholder, upon demand, with the Trustee, subject to the Bondholder's execution of Noteholder signing a letter of confidentiality confidentiality, upon the Company's ’s demand.
18.3 The Trustee shall not be obligated to give a notice to any party party, of the execution of this Deed and may not not, in any manner manner, interfere with the management of the Company's ’s business or affairs. Nothing in the contents of this section shall limit the Trustee in respect of acts to be performed by it under this Trust Deed.
18.4 The Trustee shall use the trust, powers, authorizations and authorities conferred on it, it under this Deed, at its absolute discretion and shall not be responsible for any damage caused in consequence of an error in such discretion, unless the Trustee has acted negligentlynegligently or mala fide.
Appears in 1 contract
Samples: Trust Deed (Elbit Imaging LTD)
Special Powers. 18.1 19.1 The Trustee will be entitled to deposit all the deeds and the documents which evidence, represent and/or specify its right in connection with any asset held by it for the time being, in a safe and/or at another place it may elect, with any banker and/or any banking corporation and/or with an attorney. Where the Trustee has done so, it will not be responsible for any loss that may be caused in connection with such deposit, unless the Trustee acted negligently or with malicious intent.
19.2 The Trustee may, as part in the scope of carrying out the affairs of the fulfillment of the Trust affairs under trust pursuant to this Deeddeed, act in accordance with the an opinion and/or advice of any attorney, accountant, chartered appraiser, assessorvaluer, surveyor, mediator broker or other specialistexpert, whether such opinion and/or advice has been was prepared at the Trustee's request of the Trustee and/or by the Company, and the Trustee shall will not be responsible for any loss or damage that may be caused in consequence as a result of any act and/or omission performed by it on the basis of its part in reliance on such advice or opinion, unless the Trustee has acted negligently or mala fidewith malicious intent.
18.2 19.3 Any such advice and/or opinion may be given, forwarded sent or received by means way of a letter, telegram, facsimile and/or any other electronic means for the transmission of information, and the Trustee shall will not be responsible for any in respect of acts performed by it in reliance on the basis of any advice and/or an opinion and/or information or notification transmitted in by one of the aforesaid mannersways mentioned above, notwithstanding that even though there were errors in it and/or same contained errors and/or was were not authentic, unless the Trustee was aware acted negligently or with malicious intent.
19.4 Should the Trustee receive a certificate signed by the Company through two directors of such errors the Company and/or an assessment confirming that in their opinion a transaction, step, action or where such errors could have been detected under a reasonable examination. Such opinion shall anything else done or intended to be open done by the Company is desirable and for perusal by any Bondholder, upon demand, with the Trustee, subject to the Bondholder's execution benefit of a letter of confidentiality upon the Company's demand.
18.3 The , this will constitute adequate proof that the transaction, the step, the action or the thing is indeed desirable for the Company and in its best interests. Where the Trustee shall has acted in reliance on such certificate, it will not be obligated to give notice to any party of the execution of this Deed and may not responsible in any manner for any damage and/or loss that may be caused as a result of such step, operation and/or thing.
19.5 Subject to the provisions of this deed, the Trustee shall be entitled, but not obliged, to call a general meeting of holders of the Debentures (Series B), at any time, in order to consider and discuss and/or to obtain the instructions of the meeting on any matter pertaining to this deed and it may reconvene such meeting.
19.6 The Trustee will not be obliged to notify any party about the signing of this deed and it will not be entitled to interfere with in any manner in the management of the Company's business of the Company or its affairs. Nothing in , except pursuant to the contents of this section shall limit powers and authorities conferred on the Trustee in respect of acts to be performed by it under this Trust Deeddeed.
18.4 19.7 The Trustee shall use loyally and faithfully exercise the trust, powers, authorizations and authorities conferred on it, it under this Deeddeed, at in its absolute discretion and shall not be responsible without being liable for any damage caused in consequence as a result of an error in such discretionits discretion as aforesaid, unless the Trustee has acted negligentlywith gross negligence or with malicious intent.
Appears in 1 contract
Special Powers. 18.1 11.1 The Trustee mayshall be entitled to deposit all the deeds and documents evidencing, as part representing and/or establishing his right in connection with any asset for the time being in his custody, in a safe and/or in another place chosen by him, with any banker and/or with any banking company and/or with a lawyer. If the Trustee does so, he shall not be liable for any loss caused in connection with such deposit, unless he acted with gross negligence.
11.2 In handling the affairs of the fulfillment of the Trust affairs under trust in accordance with this Deed, the Trustee may act in accordance with on the opinion and/or advice of any attorneylawyer, accountant, appraiser, assessor, surveyor, mediator broker or other specialistexpert, whether such opinion and/or advice has been was prepared at the Trustee's ’s request and/or by the Company, and the Trustee shall not be responsible liable for any loss or damage caused in consequence as a result of any act and/or omission performed done by it him based on the basis of such advice or opinion, unless the Trustee has he acted negligently or mala fidewith gross negligence.
18.2 11.3 Any such advice and/or opinion may be given, forwarded sent or received by means of via a letter, telegramcable, facsimile and/or any other electronic means for the transmission of information, and the Trustee shall not be responsible liable for any acts performed actions done by it him based on the basis of any advice and/or an opinion and/or information that was transmitted in one to him by any of the aforesaid mannersmeans, notwithstanding despite any errors therein and/or even if it proves to be inauthentic..
11.4 The Trustee may demand and receive from the Company a certificate signed by the Company through two of its directors and/or its general managers and/or an assessment confirming that, in their opinion, a transaction, step, action or other thing done or intended to be done by the Company is advisable and beneficial for the Company, and such certificate shall be sufficient proof that same contained errors the transaction, step, action and/or was not authentic, unless other thing is indeed advisable and beneficial for the Company. If the Trustee was aware of such errors or where such errors could have been detected under a reasonable examination. Such opinion shall be open for perusal by any Bondholderdoes so, upon demand, with the Trustee, subject to the Bondholder's execution of a letter of confidentiality upon the Company's demand.
18.3 The Trustee he shall not be obligated liable for any damage and/or loss caused due to give notice such step, action and/or thing.
11.5 The Trustee is not required to inform any party of the execution signature of this Deed and he may not interfere in any manner interfere with in the management of the Company's ’s business or affairs. Nothing in the contents of this section shall limit the Trustee in respect of acts to be performed by it under this Trust Deed.
18.4 11.6 The Trustee shall use in the trust, powersframework of this trust exercise the authority, authorizations and authorities powers conferred on ithim by this Deed according to his absolute judgment, under this Deed, at its absolute discretion and he shall not be responsible liable for any damage caused in consequence of due to an error in such discretionjudgment, unless the Trustee has he acted negligentlywith gross negligence.
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Special Powers. 18.1 20.1 The Trustee maytrustee shall have the right to deposit all deeds and documents that prove, as part represent and/or determine his right in connection with any asset held by him at that time, in a safe-deposit box and/or any other place chosen by him, with a banker and/or a banking company and/or a lawyer.
20.2 Within the scope of carrying out the fulfillment of the Trust affairs under this Deed, act trusteeship business in accordance with this deed, the trustee shall have the right to seek the opinion and/or advice of any attorneylawyer, accountant, appraiserassessor, assessorestimator, surveyor, mediator broker or any other specialist, expert and to act in accordance with its conclusions whether such the opinion and/or the advice has been was prepared at the Trustee's request of the trustee and/or by the Company, and request of the Trustee shall not be responsible for any loss or damage caused in consequence of any act and/or omission performed by it on the basis of such advice or opinion, unless the Trustee has acted negligently or mala fidecompany.
18.2 20.3 Any such advice and/or opinion may can be givenprovided, forwarded sent or received by means of a letter, telegram, facsimile and/or any other electronic means for transmission of informationinformation in writing.
20.4 Subject to the provisions of this deed, the trustee shall have the right to convene, at any time, a general meeting of holders of the bonds of any relevant series in order to discuss and/or obtain its directives regarding any matter concerning this deed, and he shall have the Trustee shall not be responsible for any acts performed by it on the basis of any advice and/or opinion and/or information transmitted in one of the aforesaid manners, notwithstanding that same contained errors and/or was not authentic, unless the Trustee was aware of such errors or where such errors could have been detected under a reasonable examination. Such opinion shall be open for perusal by any Bondholder, upon demand, with the Trustee, subject right to the Bondholder's execution of a letter of confidentiality upon the Company's demandreconvene it.
18.3 20.5 The Trustee trustee shall not be obligated to give notice to notify any party of the execution signing of this Deed deed and may shall not be entitled to interfere in any manner interfere with way in the management of the Companycompany's business activities or affairs. Nothing business, unless his powers according to this deed allow it, or as agreed (if agreed upon in the contents future) between the company and the trustee and/or between the company and the holders of this section shall limit bonds of the Trustee in respect of acts to be performed by it under this Trust Deedrelevant series.
18.4 20.6 The Trustee trustee shall use exercise for the trusttrusteeship the power, powers, authorizations authority and authorities conferred on it, under mandate granted him in accordance with this Deed, deed at its his absolute discretion and shall not be responsible for any damage caused in consequence of an error in such discretion, unless the Trustee has acted negligently.
Appears in 1 contract
Samples: Indenture (Ben Dov Ilan)
Special Powers. 18.1 24.1. The Trustee will be entitled to deposit all the deeds and documents which evidence, represent and/or specify its right under this Deed including in connection with any asset held by it at the time, in a safe and/or at another place it may choose, with any banker and/or bank and/or with an attorney.
24.2. The Trustee may, as part of the fulfillment execution of the Trust affairs under this Deed, act in accordance with to enlist the opinion and/or advice of any attorney, accountant, appraiser, assessor, surveyor, mediator or other specialistspecialist (hereinafter – “the Consultants”) and to act in accordance with its conclusions, whether such opinion and/or or advice has been prepared at the Trustee's request of the Trustee and/or by at the Company, and the Trustee shall not be responsible for any loss or damage caused in consequence of any act and/or omission performed by it it, on the basis of such advice or opinion, unless a peremptory judgment has determined that the Trustee has acted negligently (except for negligence which is exempt by law as shall be in effect from time to time and/or in bad faith and/or maliciously). The Trustee shall provide a copy of such opinion or mala fideadvice to the Debenture Holders (subject to proof of ownership of the Debentures), at their request. The Company shall incur all the expenses of employing the Consultants who are appointed as aforesaid, provided, insofar as necessary under the circumstances of the matter and to the extent that this shall not prejudice the rights of the holders, that the Trustee gives the Company prior notice of its intent to obtain such expert opinion or advice. It is clarified that the publication of the results of a meeting of debenture holders with respect to a resolution to appoint Consultants as aforesaid shall constitute sufficient notice to the Company for purposes of this section.
18.2 24.3. Any such advice and/or opinion may be given, forwarded or received by means of a letter, telegram, facsimile and/or any other electronic means for transmission of information, and the Trustee shall not be responsible for any acts performed by it on the basis of any advice and/or opinion and/or information transmitted in one of the aforesaid manners, notwithstanding that same it contained errors and/or was not authentic, unless the Trustee was aware of such errors or where such errors could have been detected under a reasonable examination. Such opinion shall be open for perusal by any Bondholder, upon demand, with the Trustee, subject to the Bondholder's execution of a letter of confidentiality upon the Company's demand.
18.3 The 24.4. Subject to any law, the Trustee shall not be obligated to give notice to inform any party of the execution signing of this the Deed of Trust and may not intervene in any manner interfere with way whatsoever in the management of the Company's business Company or its affairs, unless it is pursuant to the authority vested in the Trustee under this Deed or as agreed between the Company and the Debenture Holders (Series A) and the Trustee. Nothing stated in the contents of this section shall limit the Trustee in respect the actions it is required to perform under the Deed of acts to be performed by it under this Trust DeedTrust.
18.4 24.5. The Trustee shall use the trust, powers, authorizations and authorities conferred on it, it under this Deed, at its absolute discretion and subject to the other provisions of this Deed. In doing so, it shall not be responsible for any damage and/or loss and/or expense caused to the Company and/or the Debenture Holders and/or which they will have to incur in consequence of an error any act and/or omission performed by the Trustee, including as a result of errors in such discretionjudgment, unless a peremptory judgment has determined that the Trustee has acted negligentlynegligently (except for negligence which is exempt by law as shall be in effect from time to time) and/or in bad faith or maliciously or in violation of the provisions of this Deed, all subject to and in accordance with the statutory provisions.
Appears in 1 contract
Samples: Deed of Trust (KBS Strategic Opportunity REIT, Inc.)
Special Powers. 18.1 The Trustee may, as part of the fulfillment of the Trust affairs under this Deed, act in accordance with the opinion and/or advice of any attorney, accountant, appraiser, assessor, surveyor, mediator or other specialist, whether such opinion and/or advice has been prepared at the Trustee's ’s request and/or by the Company, and the Trustee shall not be responsible for any loss or damage caused in consequence of any act and/or omission performed by it on the basis of such advice or opinion, unless the Trustee has acted negligently or mala fide.
18.2 Any such advice and/or opinion may be given, forwarded or received by means of a letter, telegram, facsimile and/or any other electronic means for transmission of information, and the Trustee shall not be responsible for any acts performed by it on the basis of any advice and/or opinion and/or information transmitted in one of the aforesaid manners, notwithstanding that same contained errors and/or was not authentic, unless the Trustee was aware of such errors or where such errors could have been detected under a reasonable examination. Such opinion shall be open for perusal by any Bondholder, upon demand, with the Trustee, subject to the Bondholder's ’s execution of a letter of confidentiality upon the Company's ’s demand.
18.3 The Trustee shall not be obligated to give notice to any party of the execution of this Deed and may not in any manner interfere with the management of the Company's ’s business or affairs. Nothing in the contents of this section shall limit the Trustee in respect of acts to be performed by it under this Trust Deed.
18.4 The Trustee shall use the trust, powers, authorizations and authorities conferred on it, under this Deed, at its absolute discretion and shall not be responsible for any damage caused in consequence of an error in such discretion, unless the Trustee has acted negligently.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement
Special Powers. 18.1 19.1 The Trustee will be entitled to deposit all the deeds and the documents which evidence, represent and/or specify its right in connection with any asset held by it for the time being, in a safe and/or at another place it may elect, with any banker and/or any banking corporation and/or with an attorney. Where the Trustee has done so, it will not be responsible for any loss that may be caused in connection with such deposit, unless the Trustee acted negligently or with malicious intent.
19.2 The Trustee may, as part in the scope of carrying out the affairs of the fulfillment of the Trust affairs under trust pursuant to this Deeddeed, act in accordance with the an opinion and/or advice of any attorney, accountant, chartered appraiser, assessorvaluer, surveyor, mediator broker or other specialistexpert, whether such opinion and/or advice has been was prepared at the Trustee's request of the Trustee and/or by the Company, and the Trustee shall will not be responsible for any loss or damage that may be caused in consequence as a result of any act and/or omission performed by it on the basis of its part in reliance on such advice or opinion, unless the Trustee has acted negligently or mala fidewith malicious intent.
18.2 19.3 Any such advice and/or opinion may be given, forwarded sent or received by means way of a letter, telegram, facsimile and/or any other electronic means for the transmission of information, and the Trustee shall will not be responsible for any in respect of acts performed by it in reliance on the basis of any advice and/or an opinion and/or information or notification transmitted in by one of the aforesaid mannersways mentioned above, notwithstanding that even though there were errors in it and/or same contained errors and/or was were not authentic, unless the Trustee was aware acted negligently or with malicious intent.
19.4 Should the Trustee receive a certificate signed by the Company through two directors of such errors the Company and/or an assessment confirming that in their opinion a transaction, step, action or where such errors could have been detected under a reasonable examination. Such opinion shall anything else done or intended to be open done by the Company is desirable and for perusal by any Bondholder, upon demand, with the Trustee, subject to the Bondholder's execution benefit of a letter of confidentiality upon the Company's demand.
18.3 The , this will constitute adequate proof that the transaction, the step, the action or the thing is indeed desirable for the Company and in its best interests. Where the Trustee shall has acted in reliance on such certificate, it will not be obligated to give notice to any party of the execution of this Deed and may not responsible in any manner for any damage and/or loss that may be caused as a result of such step, operation and/or thing.
19.5 Subject to the provisions of this deed, the Trustee shall be entitled, but not obliged, to call a general meeting of holders of the Debentures (Series A), at any time, in order to consider and discuss and/or to obtain the instructions of the meeting on any matter pertaining to this deed and it may reconvene such meeting.
19.6 The Trustee will not be obliged to notify any party about the signing of this deed and it will not be entitled to interfere with in any manner in the management of the Company's business of the Company or its affairs. Nothing in , except pursuant to the contents of this section shall limit powers and authorities conferred on the Trustee in respect of acts to be performed by it under this Trust Deeddeed.
18.4 19.7 The Trustee shall use loyally and faithfully exercise the trust, powers, authorizations and authorities conferred on it, it under this Deeddeed, at in its absolute discretion and shall not be responsible without being liable for any damage caused in consequence as a result of an error in such discretionits discretion as aforesaid, unless the Trustee has acted negligentlywith gross negligence or with malicious intent.
Appears in 1 contract
Special Powers. 18.1 20.1 The Trustee will be entitled to deposit all the deeds and the documents which evidence, represent and/or stipulate its right in connection with any asset that is in its possession for the time being, in a safe custody box and/or at another place it may select, with any banker and/or any banking corporation and/or with an attorney. Where the Trustee has done so, it will not be responsible for any loss that may be caused in connection with such deposit, unless the Trustee acted maliciously or negligently or not in good faith.
20.2 The Trustee may, as part in the scope of performing the affairs of the fulfillment trust pursuant to this Deed of the Trust affairs under this DeedTrust, act in accordance with the opinion and/or and advice of any attorney, accountant, real estate appraiser, assessorvaluer, surveyor, mediator real estate agent or other specialistexpert, whether such opinion and/or advice has been was prepared at the Trustee's request of the Trustee and/or by the CompanyCompany and/or in other circumstances, and the Trustee shall will not be responsible for any loss or damage that may be caused in consequence as a result of any act and/or omission performed by it on the basis strength of such advice or opinion, unless the Trustee has acted maliciously or negligently or mala fidenot in good faith.
18.2 20.3 Any such advice and/or opinion may be given, forwarded sent or received by means way of a letter, telegram, facsimile and/or any other electronic means for the transmission of information, and the Trustee shall will not be responsible for any in respect of acts it performed by it on the basis strength of any advice and/or an opinion and/or or information transmitted transferred in one of the aforesaid mannersforms mentioned above, notwithstanding that even though errors occurred therein and/or same contained errors and/or was where not authentic, unless the Trustee was aware of such errors acted maliciously or where such errors could have been detected under a reasonable examinationnegligently or not in good faith. Such opinion shall be open for perusal by any Bondholder, upon demand, with the Trustee, subject to the Bondholder's execution of a letter of confidentiality upon the Company's demand.
18.3 The Trustee shall furnish the holders, at their request, with a copy of any opinion it has received as aforesaid.
20.4 The Trustee will not be obligated obliged to give notice to notify any party of the execution of about its signing this Deed of Trust and may it is not entitled to interfere in any manner interfere with way in the conduct and management of the Company's ’s business or its affairs. Nothing in the contents of this section shall limit the Trustee in respect of acts to be performed by it under this Trust Deed.
18.4 20.5 The Trustee shall use faithfully exercise in the trust, trust the powers, authorizations permissions and authorities which are conferred on itit pursuant to this Deed of Trust, under this Deed, at in its absolute discretion and shall not be responsible without it being liable for any damage that may be caused in consequence as a result of an error in such discretion, unless the Trustee acted maliciously or negligently or not in good faith.
20.6 The Trustee has acted negligentlythe authority to decide on any question or doubt which may arise in relation to any provision contained in this Deed and every decision of the Trustee in such matter shall be binding on all the Bond Holders, without this derogating from any argument the Company may have in connection with such matter or doubt.
Appears in 1 contract
Special Powers. 18.1 23.1. The Trustee may deposit al notes and documents evidencing, representing or establishing its rights in connection with any asset in its possession at such time, in a safe or any other place at its discretion, with any banker, banking corporation or attorney. Once such deposit has been made, the Trustee shall no longer be liable for any loss caused in connection with such deposit and shall be entitled to pay, at the expense of the Company, any and all amounts that will be due with respect to such deposit or in connection therewith, except if the Trustee has been negligent. The Company shall immediately reimburse the Trustee for any such expense.
23.2. The Trustee may, as part of the fulfillment its performance of the Trust affairs under this Deedtrust hereunder, act in accordance with follow the advice or opinion and/or advice of any attorney, accountant, assessor, appraiser, assessor, surveyor, mediator broker or other specialistexpert, regardless of whether such opinion and/or or advice has been prepared at the Trustee's request and/or was obtained by the CompanyTrustee or by the Company or in any other manner, and the Trustee shall not be responsible liable for any loss or damage caused in consequence of that will arise from any act and/or action or omission performed by it the Trustee based on the basis of such advice or opinion, unless except if the Trustee has acted negligently or mala fidebeen negligent.
18.2 23.3. Any such advice and/or or opinion may can be given, forwarded delivered or received by means of a letter, telegramcable, facsimile and/or transmission or any other electronic means for transmission of delivery of written information, and the Trustee shall not be responsible liable for any acts actions it has performed by based on an advice, opinion or information delivered in such manner regardless of whether it on the basis of any advice and/or opinion and/or information transmitted in one of the aforesaid mannerscontained mistakes that were not there originally, notwithstanding provided that same contained errors and/or was not authentic, unless the Trustee was not aware of such errors or where such errors mistakes and unless they could have been detected under discovered in a reasonable examinationinspection. Such opinion shall be open for perusal by any Bondholder, upon demand, with the Trustee, subject to the Bondholder's execution of a letter of confidentiality upon the Company's demand.
18.3 The Trustee shall not be obligated deliver a copy of such opinion to give notice any Holder that may so request.
23.4. The Trustee shall have no obligation to notify any party of the execution of this Deed and may shall not be entitled to intervene in any manner interfere with way in the management of the Company's ’s business or affairs. Nothing in the contents of this section shall limit the Trustee in respect of acts to be performed by it under this Trust Deed.
18.4 23.5. The Trustee shall use exercise the trust, powers, authorizations authorities and authorities conferred on it, under this Deedlicenses granted to it hereunder, at its absolute discretion and discretion, provided however that the Trustee shall exercise a reasonable degree of care. If the Trustee conducts itself as described above, it shall not be responsible liable for any damage caused error of judgment in consequence of an error in such discretiongood faith, unless it is proven that the Trustee has was negligent in examining the relevant facts or acted negligentlyin bad faith.
Appears in 1 contract
Special Powers. 18.1 The Trustee may, as part Subject to the provisions of the fulfillment Pensions Act (where applicable) the Trustees shall have and may exercise the following powers in addition to all other powers vested in them by general law and by statute, namely:
5.1 power to delegate to any person or body of persons (whether or not that person or one of those persons is a Trustee) all or any of the Trust affairs under this Deed, act powers duties and discretions vested in accordance with them hereunder and any such delegation may be on such terms and conditions as the opinion and/or advice of any attorney, accountant, appraiser, assessor, surveyor, mediator or other specialist, whether such opinion and/or advice has been prepared at Trustees think fit (including the Trustee's request and/or by the Company, power to sub-delegate) and the Trustee Trustees shall not be bound to supervise the proceedings of or be in any way responsible for any loss incurred as a result of such delegation or damage caused in consequence sub-delegation or the negligence or default of any act and/or omission performed delegate or sub-delegate;
5.2 power from time to time in writing to authorise such persons as they think fit to draw cheques on any banking account of the Scheme or to endorse any cheque or to give receipts and discharges and so that any such receipt or discharge shall be as valid and effective as if it were given by it on the basis Trustees and so that the provision of a written authority of the Trustees shall be a sufficient protection to any person taking any such advice receipts or opinion, unless discharge or otherwise acting under or relying upon such authority;
5.3 power to make arrangements generally for the Trustee has acted negligently or mala fideadministration of the Scheme as they think fit in particular to employ such agents and staff including a secretary to transact any business of the Scheme including the payment of pensions and benefits and any valid receipt therefor given to such agents and staff shall be a good and sufficient discharge to the Trustees.
18.2 Any such advice and/or opinion 5.4 power (to the extent to which the law may be given, forwarded permit) conclusively to determine all questions and matters of doubt disputes or received by means of a letter, telegram, facsimile and/or any other electronic means for transmission of information, and differences arising in or in connection with the Trustee shall not be responsible for any acts performed by it on the basis of any advice and/or opinion and/or information transmitted in one execution of the aforesaid manners, notwithstanding that same contained errors and/or was not authentic, unless trusts of the Trustee was aware of such errors Trust Deed or where such errors could have been detected under a reasonable examination. Such opinion shall be open for perusal by any Bondholder, upon demand, with the Trustee, Rules and whether relating to the construction thereof or the benefits thereunder or otherwise;
5.5 power (subject to the Bondholder's execution of a letter of confidentiality upon powers for the Company's demand.
18.3 The Trustee shall not be obligated time being exercisable by the Principal Employer or the Employers) to give notice to any party of the execution of this Deed exercise all rights authorities and may not discretions in any manner interfere connection with the management of Scheme requisite or proper to enable them to carry out any transaction act deed or thing arising under or in connection with the Company's business or affairs. Nothing in the contents of this section shall limit the Trustee in respect of acts to be performed by it under this Trust DeedScheme.
18.4 The Trustee shall use the trust, powers, authorizations and authorities conferred on it, under this Deed, at its absolute discretion and shall not be responsible for any damage caused in consequence of an error in such discretion, unless the Trustee has acted negligently.
Appears in 1 contract
Samples: Deed of Amendment (Formica Corp)
Special Powers. 18.1 24.1. The Trustee mayfor the Debentures (Series D) shall be entitled to deposit all the deeds and document which evidence, as part of represent and/or determine its right in connection with any asset in its possession at the fulfillment of time, in a safe with any banker and/or banking corporation and/or with an attorney. To the Trust affairs under this Deed, act in accordance extent that the Trustee has complied with the opinion and/or advice of any attorneyforegoing, accountant, appraiser, assessor, surveyor, mediator or other specialist, whether such opinion and/or advice has been prepared at the Trustee's request and/or by the Company, and the Trustee shall not be responsible for any loss that may be caused in connection with such deposit, unless the Trustee acted negligently, maliciously or in bad faith.
24.2. The Trustee for the Debentures (Series D) may, in the scope of performing the affairs of the trust hereunder, commission an expert opinion and/or consult with any attorney, accountant, appraiser, valuator, surveyor, real estate agent or other expert, and to act in accordance with the findings thereof, whether such opinion and/or advice was prepared at the request of the Trustee and/or by the Company, and the Trustee will not be required to pay and no sums will be set off from amounts owing to the Trustee for any loss or damage that may be caused in consequence as a result of any act and/or omission performed by it the Trustee on the basis of such advice or opinion, unless it is found, in a conclusive judgment, that the Trustee has acted negligently in a manner that is not exempt by the law in effect from time to time and/or maliciously. The Company shall bear the reasonable wages of hiring the advisors so appointed, provided that the Trustee provides the Company with prior notice of its intention to obtain such expert opinion or mala fideadvice together with details of the requested fee and the purpose of the expert opinion or advice, and provided that such fee does not exceed the reasonable and customary limits. In addition, if so necessary and as possible under the circumstances of the matter, the Trustee and the Company shall agree on a list of not more than three such advisors who have the relevant reputation and expertise, to whom the Trustee will turn to receive price quotes for their appointment as advisors. The Company shall select one offer out of the offers submitted, and shall be entitled to negotiate the offers with the advisors, and the remaining provisions of this Section shall apply.
18.2 24.3. Any such advice and/or opinion may be given, forwarded sent or received by means way of a letter, telegram, facsimile facsimile, e-mail and/or any other electronic means for the transmission of information, and the Trustee shall will not be responsible for any acts it performed by it in reliance on the basis of any advice and/or an opinion and/or or information transmitted transferred in one of the aforesaid mannersforms mentioned above, notwithstanding that same contained even though errors occurred therein and/or was they were not authentic, unless the Trustee was aware of such errors or where such errors could have been detected under a discovered through reasonable examination. Such opinion shall be open for perusal by any Bondholder, upon demand, with the Trustee, subject to the Bondholder's execution of a letter of confidentiality upon the Company's demand.
18.3 The 24.4. Subject to applicable law, the Trustee shall not be obligated obliged to give notice to notify any party of about the execution of this Deed and Indenture, nor may not it interfere in any manner interfere with in the management of the Company's ’s business or its affairs. Nothing in the contents of this section shall limit limits the Trustee in respect of acts actions in is required to be performed by it perform under this Trust Deedthe Indenture.
18.4 The 24.5. Subject to applicable law, the Trustee shall use exercise in the trust, trust the powers, authorizations and authorities conferred on it, powers vested therein under this DeedIndenture, at its absolute discretion sole discretion, and shall not be responsible required to pay, nor shall any set-off be made of any monies owing to the Trustee for any damage that may be caused in consequence as a result of an error in such discretion, which was made in good faith, unless it is found in a conclusive ruling that the Trustee has acted negligently, other than negligence that is exempt under the law in effect from time to time, or maliciously.
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Special Powers. 18.1 19.1 The Trustee will be entitled to lodge all the deeds and documents which evidence, represent or specify its right in connection with any asset which is for the time being in its possession, in a safe and/or at another place it may choose, with any banker and/or any banking corporation and/or with an attorney. Where the Trustee has done so, it will not be liable in respect of any loss that may be caused in connection with such deposit, unless the Trustee acted negligently or maliciously.
19.2 The Trustee may, as part in the scope of performing the affairs of the fulfillment of the Trust affairs under trust pursuant to this Deed, act in accordance with the requisition an opinion and/or advice of any attorney, accountant, appraiser, assessorvaluer, surveyor, mediator real estate agent or other specialistexpert, and will be entitled to act in accordance with the conclusions thereof, whether such opinion and/or advice has been was prepared at the Trustee's request of the Trustee and/or by the Company, and the . The Trustee shall will not be responsible liable for any loss or damage that may be caused in consequence as a result of any act and/or omission performed committed by it on the basis strength of such advice or opinion, unless the Trustee has acted negligently or mala fidemaliciously.
18.2 19.3 Any such advice and/or opinion may be given, forwarded sent or received by means way of a letter, telegram, facsimile and/or any other electronic means for transmission the transfer of information, and the Trustee shall will not be responsible for any liable in respect of acts it performed by it on the basis strength of any advice and/or an opinion and/or information transmitted in one of the aforesaid mannersways mentioned above, notwithstanding that same contained errors were made in it and/or was that they were not authentic, unless the Trustee was aware acted negligently or maliciously.
19.4 In a case in which the Trustee receives a certificate signed by the Company through two directors of the Company and/or an assessment confirming that in their opinion a transaction, step, operation or anything else being done or intended to be done by the Company are desirable and are for the benefit of the Company, this shall constitute sufficient proof that the transaction, step, operation or thing are indeed desirable and for the Company’s benefit. Where the Trustee has acted in reliance on such certificate, it will not be liable for any damage and/or loss that may be caused as a consequence of such errors step, operation and/or thing, unless the Trustee acted negligently or where such errors could have been detected under a reasonable examination. Such opinion maliciously.
19.5 Subject to the provisions of this Deed, the Trustee shall be open for perusal by entitled, but not obliged, to call a general meeting of debenture holders at any Bondholdertime in order to consider and discuss and/or to obtain its instructions on any matter pertaining to this Deed, upon demand, with the Trustee, subject to the Bondholder's execution of a letter of confidentiality upon the Company's demandand it may reconvene such meeting.
18.3 19.6 The Trustee shall not be obligated obliged to give notice to any party of about the execution signing of this Deed and may it is not entitled to interfere in any manner interfere with way in the conduct and management of the Company's ’s business or its affairs. Nothing , except in accordance with the contents of this section shall limit the Trustee in respect of acts to be performed by it under this Trust Deed.
18.4 The Trustee shall use the trust, powers, authorizations powers and authorities conferred on itthe Trustee pursuant to this Deed.
19.7 In performing the trust The Trustee shall exercise the powers, permissions and authorities that have been conferred on it under this Deed, at in its absolute discretion discretion, and shall it will not be responsible liable for any damage that may be caused in consequence as a result of an error in such discretion, unless the Trustee has acted negligentlynegligently or maliciously.
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