Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate; and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Note afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care. 21 26 (h) The Trustee shall not be charged with knowledge of any Default or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any Noteholder. SECTION 6.03.
Appears in 1 contract
Samples: Indenture (Trenwick Group Inc)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture coupon or other paper or document document, whether sent by letter, email, facsimile or other electronic communication, believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need even if it contains errors or is later deemed not investigate any fact or matter stated in such documentauthentic; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel and require an Opinion of its selection Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable responsible for the content of any action taken or omitted by it Opinion of Counsel in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by connection with this Indenture, and whether delivered to use the same degree of care and skill in their exercise, as a prudent man would exercise it or use under the circumstances in the conduct of his own affairson its behalf; (fd) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the Note afforded to it expense of the Company and shall incur no liability of any kind by the terms reason of this Indenture, the Trustee may require reasonable indemnity against such expense inquiry or liability as a condition to so proceedinginvestigation; and (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) agents, custodians, nominees or attorneys, attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care. 21 26 care hereunder; (hf) The the permissive rights of the Trustee enumerated herein shall not be construed as duties; (g) the Trustee shall not be charged with knowledge required to give any bond or surety in respect of any Default or Event the performance of Default except (i) a Default under Sections 5.01(a) its powers and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any Noteholder. SECTION 6.03.duties hereunder;
Appears in 1 contract
Samples: Indenture (Scorpio Tankers Inc.)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the CompanyCompany or the Guarantor, as applicable; (c) whenever in the administration of this Indenture, the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on its part, conclusively rely upon an Officer’s Certificate; (d) the Trustee may consult with counsel of its selection selection, and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to the Trustee by the Note afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care. 21 26 (h) The Trustee shall not be charged with knowledge of any Default or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any Noteholder. SECTION 6.03.its
Appears in 1 contract
Samples: PPL Corp
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, judgment, order, bond, note, debenture coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any written or verbal advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, judgment, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to the Trustee by the Note afforded to in its discretion, may make such further inquiry or investigation into such facts or matters as it by the terms of this Indenturemay see fit, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneysand, and if the Trustee shall not determine to make such further inquiry or investigation, it shall be responsible for any misconduct entitled to examine the books, records and premises of the Company, personally or negligence on the part of any such by agent or attorney appointed by it with due care. 21 26 (h) The Trustee at the expense of the Company and shall not be charged with knowledge incur no liability of any Default kind by reason of such inquiry or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any Noteholder. SECTION 6.03.investigation; 35
Appears in 1 contract
Samples: Neogenomics Inc
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Subject to the provisions of Section 6.017.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, debenture coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Certificate instrument signed in the name of the Company by the Chairman of the Board of Directors or the President or any Executive Vice President or any Vice President or the Treasurer and by the Secretary or any Assistant 46 39 Secretary or, if the other signatory is other than the Treasurer, any Assistant Treasurer (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any a Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an any Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the NoteholdersSecurityholders, pursuant to the provisions of this Indenture, unless such Noteholders Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses expenses, and liabilities which may might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, note, coupon or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by the Note afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense agent or liability as a condition to so proceedingattorney; and (gf) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, and provided, however, that the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care. 21 26 hereunder; and (hg) The the Trustee shall not be charged with knowledge of liable for any Default action taken by it in good faith and believed by it to be authorized or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of within the discretion or rights or powers conferred upon it by this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any NoteholderIndenture. SECTION 6.037.03.
Appears in 1 contract
Samples: Indenture (Trinova Corp)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture coupon or other paper or document (whether in its original or facsimile form) 40 believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any written or verbal advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) . Before the Trustee shall be under no obligation to exercise any acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of the rights Counsel or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the both. The Trustee shall not be liable for any action taken it takes or omitted by it omits to take in good faith and believed by it to be authorized in reliance on such Officer’s Certificate or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee Opinion of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairsCounsel; (fd) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the Note afforded to it expense of the Company and shall incur no liability of any kind by the terms reason of this Indenture, the Trustee may require reasonable indemnity against such expense inquiry or liability as a condition to so proceedinginvestigation; and (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) agents, custodians, nominees or attorneys, attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care. 21 26 care hereunder; (f) the permissive rights of the Trustee enumerated herein shall not be construed as duties; (g) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; (h) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; (i) the Trustee shall not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in payment of scheduled principal of, premium, if any, or interest on, any Note) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default (and stating the occurrence of a Default or Event of Default) is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture; 41 (j) the Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; (k) the Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture; (l) neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Company, or any of their respective directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to perform its duties as set forth herein as a result of any inaccuracy or incompleteness; (m) in no event shall the Trustee be liable for any consequential, punitive, special or indirect loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional InterestNotes, unless either (1) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee shall have received notice thereof in accordance with Section 13.03 from by the Company or by any NoteholderHolder of the Notes at the Corporate Trust Office and such notice references the Notes and/or this Indenture; and (n) neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. SECTION 6.03Section 7.03.
Appears in 1 contract
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.016.1: (a) <PAGE> the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the NoteholdersSecurityholders, pursuant to the provisions of this Indenture, unless such Noteholders Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to the Debentures (that has not been cured or waived), ) to exercise with respect to Debentures such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingoutstanding Debentures affected thereby; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Note security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care. 21 26 (h; and with the exceptions of defaults under Sections 5.1(a) The or 5.1(b), the Trustee shall not be charged with knowledge of any Default or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment Debentures unless a written notice of Additional Interest) or (ii) any such Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or been given to the Trustee shall have received notice thereof in accordance with Section 13.03 from by the Company or any Noteholder. SECTION 6.03other obligor on the Debentures or by any holder of the Debentures.
Appears in 1 contract
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01 hereof: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, notedebenture, debenture Note, coupon or other paper or document (whether in its original, facsimile or electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company Issuer mentioned herein may shall be sufficiently evidenced by an Officers' ’ Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any resolution of the Board Resolution of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the CompanyIssuer or the General Partner; (c) the Trustee may consult with counsel of its own selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in reliance on and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, Noteholders pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Note afforded to it by the terms of this Indenture, but the Trustee may require reasonable indemnity against make such expense further inquiry or liability investigation into such facts or matters as a condition it may see fit, and, if the Trustee shall determine to so proceedingmake such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney; and (gf) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care. 21 26 (h) The Trustee shall not be charged with knowledge of any Default or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any Noteholder. SECTION 6.03.37 DM_US 172750087-7.111690.0021
Appears in 1 contract
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any written or verbal advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the Note afforded to it expense of the Company and shall incur no liability of any kind by the terms reason of this Indenture, the Trustee may require reasonable indemnity against such expense inquiry or liability as a condition to so proceedinginvestigation; and (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) agents, custodians, nominees or attorneys, attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care. 21 26 care hereunder; (hf) The the permissive rights of the Trustee enumerated herein shall not be construed as duties; (g) the Trustee shall not be charged with knowledge required to give any bond or surety in respect of any Default or Event the performance of Default except its powers and duties hereunder; and (ih) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from may request that the Company or any Noteholderdeliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. SECTION 6.03.41
Appears in 1 contract
Samples: Indenture (Five9, Inc.)
Reliance on Documents, Opinions, Etc. Except as otherwise ------------------------------------ provided in Section 6.016.1: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the NoteholdersSecurityholders, pursuant to the provisions of this Indenture, unless such Noteholders Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to the Debentures (that has not been cured or waived), ) to exercise with respect to Debentures such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the Notes at the time outstandingoutstanding Debentures affected thereby; provided, however, that if the payment -------- ------- within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Note security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care. 21 26 ; and (h) The with the exceptions of defaults under Sections 5.1(a) or 5.1(b), the Trustee shall not be charged with knowledge of any Default or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment Debentures unless a written notice of Additional Interest) or (ii) any such Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or been given to the Trustee shall have received notice thereof in accordance with Section 13.03 from by the Company or any Noteholder. SECTION 6.03other obligor on the Debentures or by any holder of the Debentures.
Appears in 1 contract
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to the Trustee by the Note afforded to in its discretion, may make such further inquiry or investigation into such facts or matters as it by the terms of this Indenturemay see fit, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneysand, and if the Trustee shall not determine to make such further inquiry or investigation, it shall be responsible for any misconduct entitled to examine the books, records and premises of the Company, personally or negligence on the part of any such by agent or attorney appointed by it with due care. 21 26 (h) The Trustee at the expense of the Company and shall not be charged with knowledge incur no liability of any Default kind by reason of such inquiry or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any Noteholder. SECTION 6.03.investigation; 42
Appears in 1 contract
Samples: Eagle Bulk Shipping Inc.
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01 [Duties and Responsibilities of Trustee]: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel and require an Opinion of its selection Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to the Trustee by the Note afforded to in its discretion, may make such further inquiry or investigation into such facts or matters as it by the terms of this Indenturemay see fit, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneysand, and if the Trustee shall not determine to make such further inquiry or investigation, it shall be responsible for any misconduct entitled to examine the books, records and premises of the Company, personally or negligence on the part of any such by agent or attorney appointed by it with due care. 21 26 (h) The Trustee at the expense of the Company and shall not be charged with knowledge incur no liability of any Default kind by reason of such inquiry or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any Noteholder. SECTION 6.03.investigation; 40
Appears in 1 contract
Samples: Indenture (Evolent Health, Inc.)
Reliance on Documents, Opinions, Etc. Except as otherwise --------------------------------------- provided in Section 6.016.1: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the NoteholdersSecurityholders, pursuant to the provisions of this Indenture, unless such Noteholders Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to the Debentures (that has not been cured or waived), ) to exercise with respect to Debentures such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to do so by the holders of not less than a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the Note afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care. 21 26 (h) The Trustee shall not be charged with knowledge of any Default or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any Noteholder. SECTION 6.03.aggregate
Appears in 1 contract
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.018.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' ’ Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel and require an Opinion of its selection Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the Note afforded to it expense of the Company and shall incur no liability of any kind by the terms reason of this Indenture, the Trustee may require reasonable indemnity against such expense inquiry or liability as a condition to so proceedinginvestigation; and (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) agents, custodians, nominees or attorneys, attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care. 21 26 care hereunder; (hf) The the permissive rights of the Trustee enumerated herein shall not be charged with knowledge of any Default or Event of Default except construed as duties; (ig) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have received notice thereof offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in accordance compliance with Section 13.03 from the Company such request or any Noteholder. SECTION 6.03.direction; 44 #91808965v6 10058821.1
Appears in 1 contract
Samples: Indenture (Euronet Worldwide Inc)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' ’ Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its own selection and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with reliance on such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the Note afforded to it expense of the Company and shall incur no liability of any kind by the terms reason of this Indenture, the Trustee may require reasonable indemnity against such expense inquiry or liability as a condition to so proceedinginvestigation; and (ge) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) a co-trustee, agents, custodians, nominees or attorneys, attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due care. 21 26 (h) The Trustee shall not be charged with knowledge of any Default or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional Interest) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof or the Trustee shall have received notice thereof in accordance with Section 13.03 from the Company or any Noteholder. SECTION 6.03.care hereunder; 39
Appears in 1 contract
Samples: Indenture (Tricida, Inc.)
Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 6.017.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any fact or matter stated in such document; (b) any request, direction, order or demand of the Company mentioned herein may shall be sufficiently evidenced by an Officers' Officer's Certificate (unless other evidence in respect thereof be herein specifically prescribed) and the Trustee shall not be liable for any action taken or suffered or omitted by it hereunder in good faith in reliance on such Officers' Certificate); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (that has not been cured or waived), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, coupon debenture or other paper or document, unless requested in writing to do so by the holders of a majority in principal amount of the Notes at the time outstanding; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of but the Trustee, not reasonably assured to in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the Note afforded to it expense of the Company and shall incur no liability of any kind by the terms reason of this Indenture, the Trustee may require reasonable indemnity against such expense inquiry or liability as a condition to so proceedinginvestigation; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) agents, custodians, nominees or attorneys, attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent agent, custodian, nominee or attorney appointed by it with due carecare hereunder; the permissive rights of the Trustee enumerated herein shall not be construed as duties; the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 21 26 In no event shall the Trustee be liable for any punitive, special, indirect or consequential loss or damage of any kind whatsoever (h) including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default except (i) a Default under Sections 5.01(a) and 5.01(b) of this Indenture (other than with respect to the payment of Additional InterestNotes, unless either (1) or (ii) any Default or Event of Default of which a Responsible Officer shall have actual knowledge thereof of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee shall have received notice thereof in accordance with Section 13.03 from by the Company or by any Noteholder. SECTION 6.03Holder of the Notes.
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