Trustee’s Employment of Experts; Delaware Trustee’s Employment of Counsel Sample Clauses

Trustee’s Employment of Experts; Delaware Trustee’s Employment of Counsel. (a) The Trustees may, but shall not be required to, retain and/or consult with counsel, accountants, appraisers, auditors, forecasters, experts, financial and investment advisors and such other parties deemed by the Trustees to be qualified as experts on the matters submitted to them (the “Trust Professionals”), and in the absence of gross negligence, the written opinion of or information provided by any such party deemed by the Trustees to be an expert on the particular matter submitted to such party shall be full and complete authorization and protection in respect of any action taken or not taken by the Trustees hereunder in good faith and in accordance with the written opinion of or information provided by any such party.
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Trustee’s Employment of Experts; Delaware Trustee’s Employment of Counsel. (a) The Trustee may, but shall not be required to, retain and/or consult with legal counsel, accountants, appraisers, auditors, forecasters, experts, financial and investment advisors, and such other parties deemed by the Trustee to be qualified as experts on the matters submitted to them (the “Trust Professionals”), and in the absence of a bad faith violation of the implied contractual covenant of good faith and fair dealing, the written opinion of or information provided by any such party deemed by the Trustee to be an expert on the particular matter submitted to such party shall be full and complete authorization and protection in respect of any action taken or not taken by the Trustee hereunder in good faith and in accordance with the written opinion of or information provided by any such party. The Trustee may retain and reasonably compensate the Trust Professionals without Bankruptcy Court approval, subject to the terms of this Trust Agreement including the Budget. All fees and expenses of the Trust Professionals incurred in connection with the foregoing shall be payable from the PSAN PI/WD Trust Reserve or if not sufficient from the corpus of the PSAN PI/WD Trust, provided that in no event shall funds contributed by a Participating OEM for payment of liquidated PSAN PI/WD Claims asserted against such Participating OEM, which such funds are to be held by the Trustee in segregated account(s) pursuant to the applicable Participating OEM Contribution Agreement, be used to pay any fees or expenses of the Trust Professionals, provided, further that for the avoidance of doubt, any professionals retained by the Special Master pursuant to the DOJ Restitution Order that are performing services pursuant to the DOJ Restitution Order will be compensated pursuant to the DOJ Restitution Order and not by the PSAN PI/WD Trust or from the PSAN PI/WD Trust Reserve, provided further, that the only costs and fees of the Special Master and his professionals paid by the PSAN PI/WD Trust will be those that are necessary solely due to the Special Master’s role as Trustee and that would not have otherwise been provided.
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Trustee’s Employment of Experts; Delaware Trustee’s Employment of Counsel. (a) The Trustees may, but shall not be required to, retain and/or consult with counsel, accountants, appraisers, auditors and forecasters, and other parties deemed by the Trustees to be qualified as experts on the matters submitted to them, and the written opinion of or information provided by any such parties on any matters submitted to them by the Trustees shall be full and complete authorization and protection in respect of any action taken or not taken by the Trustees hereunder in good faith and in accordance with the written opinion of or information provided by any such party.
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Related to Trustee’s Employment of Experts; Delaware Trustee’s Employment of Counsel

  • Employment of Administrator The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Company (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company.

  • Employment of Custodian The Fund hereby employs and appoints the Custodian as a custodian for the term and subject to the provisions of this Agreement. The Custodian shall not be under any duty or obligation to require the Fund to deliver to it any securities or funds owned by the Fund and shall have no responsibility or liability for or on account of securities or funds not so delivered. The Fund will deposit with the Custodian copies of the Declaration of Trust or Certificate of Incorporation and By-Laws (or comparable documents) of the Fund and all amendments thereto, and copies of such votes and other proceedings of the Fund as may be necessary for or convenient to the Custodian in the performance of its duties.

  • Retention of Servicer Effective as of the Closing Date, to the fullest extent permitted under applicable Law and under the Serviced Corporate Trust Contract related to each Serviced Appointment, (a) Xxxxx Bank hereby engages the Bank Assets Purchaser and (b) Xxxxx Trust Company hereby engages Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), in each case, as Servicer to perform and discharge the Serviced Duties in respect of each Serviced Appointment as agent of such Seller. To the fullest extent permitted under applicable Law and under such Serviced Corporate Trust Contract, this Agreement shall satisfy any requirement under any such Serviced Corporate Trust Contract for a written instrument of agency appointment with respect to any of the Serviced Appointments.

  • LIMITATION OF LIABILITY OF THE TRUSTEES, OFFICERS, AND SHAREHOLDERS A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the respective Fund.

  • No Personal Liability of Shareholders, Trustees, etc No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

  • Employment of Advisors The TMP shall employ experienced tax advisors to represent the Partnership in connection with any audit or investigation of the Partnership by the Internal Revenue Service and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such tax advisors shall be an expense of the Partnership. It shall be the responsibility of the General Partner and the Limited Partners, at their own expense, to employ tax advisors to represent their respective separate interests.

  • Indemnification of Servicer The Master Servicer hereby agrees to indemnify and hold harmless the Servicer, any Subservicer appointed by it, any of their respective directors, officers, employees or agents, or its delegees for any action taken by the Servicer, any Subservicer or any of their respective directors, officers, employees or agents, or its delegees or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Servicer, any Subservicer or any of their respective directors, officers, employees or agents, or its delegees are not protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties under this Agreement.

  • Successor Owner Trustees and Additional Owner Trustees 20 SECTION 9.1. Eligibility Requirements for Owner Trustee.............20 SECTION 9.2. Resignation or Removal of Owner Trustee................20 SECTION 9.3. Successor Owner Trustee................................21 SECTION 9.4. Merger or Consolidation of Owner Trustee...............21 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee..........22 ARTICLE X. MISCELLANEOUS...................................................23

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