Duties of Trustees. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it which are specifically required to be furnished to it pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any such certificate, statement, opinion, report, or other order or instrument furnished by the Company or Servicer to the Trustee pursuant to this Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee or the Delaware Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement,
(ii) Neither the Trustee nor the Delaware Trustee shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Delaware Trustee, and, in the absence of bad faith on the part of the Trustee or the Delaware Trustee, such trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such trustee and conforming to the requirements of this Agreement; and
(iii) Neither the Trustee nor the Delaware Trustee shall be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Certificateholders holding Certificates which evid...
Duties of Trustees. 122 Section 8.02. Certain Matters Affecting the Trustees......................................123 Section 8.03. Trustees Not Liable for Certificates or Mortgage Loans......................124
Duties of Trustees. Except for any duties imposed by the Declaration or by Section 36(a) of the 1940 Act, in performing his duties hereunder or otherwise, no Trustee shall owe a duty of any kind, including, without limitation, any common law fiduciary duty to the Trust, the Shareholders, another Trustee or any other person; provided that the foregoing shall not eliminate a Trustee’s implied covenant of good faith and fair dealing.
Duties of Trustees. The Trustees shall:
12.1 subject to Clause 8, act as a diligent shareholder and in particular monitor the performance of the directors of the Company with respect to the Company's statement of corporate intent, and exercise the rights of shareholders for the benefit of the Trust Fund and with due regard to the objective of the Company to be a successful business;
12.2 ensure that full and correct accounts of all the financial transactions of the Trust and its assets and liabilities and funds are kept;
12.3 in each Financial year, hold an annual meeting of Consumers at which the Consumers shall appoint an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual meeting in the manner prescribed by section 158C of the Electricity Amendment Xxx 0000. The auditor must:
(a) be a person who is qualified to act as an auditor under section 199(1) of the Companies Xxx 0000 and, in selecting an auditor, the Consumers may seek the advice of the Auditor General; and
(b) not be disqualified under section 158(C)(4)(b) of the Electricity Amendment Xxx 0000.
12.4 if they so choose, fill any casual vacancy in the office of auditor in accordance with section 158(C)(2) of the Electricity Amendment Xxx 0000.
12.5 within 4 months after the end of each financial year:
(a) prepare financial statements in accordance with generally accepted accounting practice (within the meaning of section 3 of the Financial Reporting Xxx 0000, applied as if the Trust were a reporting entity) with respect to the affairs of the Trust for that Financial Year;
(b) submit those financial statements to an auditor for audit; and
(c) make available to the public in accordance with section 158B of the Electricity Amendment Xxx 0000 those audited financial statements and the auditor's report on those financial statements.
12.6 make the documents referred to in Clause 12.5(c) available to the public by making copies of them available:
(a) for inspection at every office of the Trust or the Company (during ordinary office hours); and
(b) to be downloaded from the Waitaki Power Trust website.
12.7 notify the fact that copies are available (and where) by advertisement in the news section of 2 separate editions of each newspaper that is widely read by the Consumers.
12.8 within four months after the end of each Financial Year of the Trust, hold a meeting in the district and at that meeting report on the operation of the Trust during the preceding Financial Year and on th...
Duties of Trustees. 7.1. The Trustees shall establish a register in which they shall record, in respect of each Employee Beneficiary, at least the following:
7.1.1. the number of Scheme Shares and identity of Other Assets in respect of which he has Vested Rights from time to time;
7.1.2. the number of Scheme Shares and identity of Other Assets in respect of which Vested Rights still need to be granted to him if the proviso in clause 13.3.1.2 is applicable to such New Eligible Employee;
7.1.3. the date of commencement of his employment, where such Employee Beneficiary is a New Eligible Employee;
7.1.4. any forfeitures of Vested Rights, which shall be entered into the Register as soon as possible after the forfeiture occurs;
7.1.5. the date of termination of his Employment by the Group;
7.1.6. the reason for termination of his Employment by the Group; and
7.1.7. details of all distributions of Dividends, after deduction of an amount to cover Specific Taxation and Expenses, and/or Scheme Shares and/or Other Assets made to him in terms of this Trust Deed.
7.2. The Trust shall hold the Scheme Shares and Other Assets in accordance with the provisions of this Trust Deed for the ultimate benefit of the Beneficiaries, but subject to the Repurchase Right.
7.3. The Trustees shall not incur liabilities other than liabilities (including, without limitation, audit fees and liabilities in respect of tax) that they are obliged to incur in terms of any applicable law, or as specifically permitted by this Trust Deed.
7.4. The Trustees shall not make any distributions to Beneficiaries in a manner other than that specified in this Trust Deed.
7.5. The Trustees shall procure, insofar as they are able, that all circulars, letters and other documents issued to shareholders of the Company are made available to Employee Beneficiaries, on written request, at the Company’s registered office during normal business hours.
7.6. The Trustees shall procure that the Trust Deed is available on written request to any Employee Beneficiary in an official language in which that Employee Beneficiary is familiar, provided that the English version of the Trust Deed shall prevail over any other translated version of the Trust Deed.
Duties of Trustees. The Trustees shall:
12.1. subject to Clause 8, act as a diligent shareholder and in particular monitor the performance of the directors of the Company with respect to the Company's statement of corporate intent, and exercise the rights of shareholders for the benefit of the Trust Fund and with due regard to the objective of the Company to be a successful business.
12.2. ensure that full and correct accounts of all the financial transactions of the Trust and its assets and liabilities and funds are kept.
12.3. after the end of each Financial Year cause to be prepared financial statements including a balance sheet and income and expenditure account and notes to those documents giving a true and fair view of the financial affairs of the Trust for that Financial Year. The Trustees shall have available for inspection a schedule showing the names of persons or organisations to whom distributions of income have been made by the Trust in that Financial Year and the amounts distributed and shall include in the financial statements a summary of the classes of consumer to whom distributions have been made and the amounts distributed to each class.
12.4. appoint from time to time on such terms as they think fit as auditor of the Trust a person (not being the auditor of the Company) who is either:
(a) a member of the New Zealand Society of Accountants;
(b) a member, fellow, or associate of an Association of Accountants constituted in some part of the Commonwealth outside New Zealand and for the time being approved for the purpose of the audit of the company accounts under section 165(4) of the Companies Xxx 0000.
12.5. ensure that the financial statements are audited.
12.6. immediately upon completion of the audit of the financial statements insert advertisements in a principal newspaper or newspapers circulating in the District, notice that the statements are available for public inspection at the office of the Trustees.
12.7. make the financial statements available to the public in accordance with Clause 13.
12.8. within four months after the end of each Financial Year of the Trust, hold a public meeting in the District and at that meeting report on the operation of the Trust during the preceding Financial Year and on the financial statements of Trust for that Financial Year and at such meetings the Trustees shall answer any questions asked by Consumers and give Consumers an opportunity to express their views about the performance of the Trust or the Company. The Tru...
Duties of Trustees. 103 Section 8.02. Certain Matters Affecting the Trustees................................104 Section 8.03. Trustees Not Liable for Certificates or Mortgage Loans................106 Section 8.04. Trustees May Own Certificates.........................................106 Section 8.05. The Master Servicer to Pay Trustees' Fees and Expenses................106 Section 8.06. Eligibility Requirements for Trustees.................................106 Section 8.07. Resignation and Removal of Trustees...................................107 Section 8.08. Successor Trustee.....................................................108 Section 8.09. Merger or Consolidation of Trustee....................................108 Section 8.10. Appointment of Co-Trustee or Separate Trustee.........................108 Section 8.11. Authenticating Agents.................................................109 Section 8.12. Paying Agents.........................................................110 Section 8.13. Duties of Delaware Trustee............................................111 Section 8.14. Amendment to Certificate of Trust.....................................111
Duties of Trustees. The actions of each and every Trustee shall be conducted in accord with all applicable fiduciary responsibilities.
Duties of Trustees. Section 8.02
Duties of Trustees. Notwithstanding the common-law duties which attach to the office of a Trustee, the Trustees shall be subject to all the duties of a trust as set out in the Act, namely to:
13.1 Lodge with the Master of the High Court a notarially-certified copy of the trust deed;
13.2 Only to act as Trustee after receipt of the necessary Letters of Authority from the Master of the High Court;
13.3 Immediately open a trust account at a bank or building society in the name of the Trust and to deposit therein all monies obtained by the Trust;
13.4 Take possession of all assets, title deeds and documents relating to the Trust, and hold them in safe-keeping;
13.5 Keep proper records or have proper records kept of the affairs of the Trust;
13.6 Hold or register all Trust assets independently so that they can be identified as trust assets;
13.7 Not to utilize any assets of the Trust for their own benefit or for the benefit of their estates, and at all times to act in such a manner, and with such care and diligence as might reasonably be expected from someone who handles the affairs of another.
