Common use of Reliance by Liquidating Trustee Clause in Contracts

Reliance by Liquidating Trustee. Except as otherwise provided in Section 7.1: (a) The Liquidating Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The Liquidating Trustee may consult with legal counsel, auditors or other experts to be selected by it, including firms with which the Liquidating Trustee may be an affiliate, and the advice or opinion of such counsel, accountants, auditors or other experts shall be full and complete protection to the Liquidating Trustee, the employees and the agents of the Liquidating Trustee in respect of any action taken or omitted or suffered by them in good faith and in reliance on, or in accordance with, such advice or opinion. (c) Persons dealing with the Liquidating Trustee shall look only to the Liquidating Trust Assets in the Liquidating Trust to satisfy any liability relating to the Liquidating Trust Assets in the Liquidating Trust incurred by the Liquidating Trustee to such Person in carrying out the terms of this Liquidating Trust, and the Liquidating Trustee shall have no obligation to satisfy any such liability. If for any purposes hereunder such liability is properly allocated to two or more Investment Trusts or Liquidating Trusts, then such liability shall be satisfied from the Liquidating Trust Assets of the relevant Liquidating Trust as directed by the General Partners of the predecessor Investment Trusts in a manner consistent with the allocation practices prior to the Investment Trusts’ liquidations. (d) As far as practicable and except as expressly permitted above, the Liquidating Trustee shall cause any written instrument creating an obligation of the Liquidating Trust to include a reference to this Agreement and to provide that neither the Beneficiaries, the Liquidating Trustee nor their agents shall be liable thereunder and that the other parties to such instrument shall look solely to the Liquidating Trust Assets held in the Liquidating Trust for the payment of any claim thereunder or the performance thereof; provided, however, that the omission of such provision from any such instrument shall not render the Beneficiaries, the Liquidating Trustee, or their agents liable nor shall the Liquidating Trustee be liable to anyone for such omission.

Reliance by Liquidating Trustee. Except as otherwise provided in Section 7.1: (a) The Liquidating Trustee may rely rely, and shall be fully protected in acting or refraining from acting if she relies, upon any resolution, statement, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper instrument or document believed by it that the Liquidating Trustee reasonably believes to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies, e-mails and telexes, to have been sent by the proper party or parties. (b) , and the Liquidating Trustee may conclusively rely as to the truth of the statements and correctness of the opinions expressed therein. The Liquidating Trustee may consult with legal counsel, auditors or counsel and other experts professionals with respect to matters in their area of expertise (and the reasonable fees and expenses of such counsel shall be selected by it, including firms with an expense for which the Liquidating Trustee may be an affiliateis entitled to reimbursement hereunder), and the any advice or opinion of such counsel, accountants, auditors or other experts counsel shall be full and complete authorization and protection to the Liquidating Trustee, the employees and the agents of the Liquidating Trustee in respect of any action taken or omitted or suffered not taken by them in good faith and in reliance on, or in accordance with, such advice or opinion. (c) Persons dealing with the Liquidating Trustee. The Liquidating Trustee shall look only be entitled to rely upon the advice of such professionals in acting or failing to act, and shall not be liable for any act taken or not taken in reliance thereon. The Liquidating Trustee shall have the right at any time to seek and rely upon instructions from the Bankruptcy Court concerning this Liquidating Trust Assets Agreement, the Plan, the Confirmation Order or any other document executed in the Liquidating Trust to satisfy any liability relating to the Liquidating Trust Assets in the Liquidating Trust incurred by the Liquidating Trustee to such Person in carrying out the terms of this Liquidating Trustconnection therewith, and the Liquidating Trustee shall have no obligation be entitled to satisfy any rely upon such liability. If instructions in acting or failing to act and shall not be liable for any purposes hereunder such liability is properly allocated to two act taken or more Investment Trusts or not taken in reliance thereon. The Liquidating Trusts, then such liability shall be satisfied from Trustee may rely upon the Liquidating Trust Assets Debtors’ filed schedules and statements of the relevant Liquidating Trust as directed financial affairs and all other information provided by the General Partners of the predecessor Investment Trusts in a manner consistent with the allocation practices prior Debtors or their representatives to the Investment Trusts’ liquidations. (d) As far as practicable and except as expressly permitted above, the Liquidating Trustee shall cause any written instrument creating an obligation of concerning Claims filed against the Liquidating Trust to include a reference to this Agreement Debtors, and to provide that neither the Beneficiaries, the Liquidating Trustee nor their agents shall be liable thereunder reconciliation and that the other parties to documents supporting such instrument shall look solely to the Liquidating Trust Assets held in the Liquidating Trust for the payment of any claim thereunder or the performance thereof; provided, however, that the omission of such provision from any such instrument shall not render the Beneficiaries, the Liquidating Trustee, or their agents liable nor shall the Liquidating Trustee be liable to anyone for such omissionreconciliation.