Special Authorities. 20.1 The Trustee shall be entitled to deposit all of the deeds and documents that attest, represent and/or determine its right concerning any asset then in its possession, in a safe and/or in any other place of its choice, in the possession of any banker and/or any banking company and/or an advocate.

Special Authorities. 19.1 Within the scope of carrying out the affairs of the trust pursuant to This Deed, the Trustee may commission and act according to the written opinion or advice of any lawyer, accountant, appraiser, assessor, surveyor, broker or other expert, whether such opinion or advice was prepared at the request of the Trustee and/or by the Company, and to act according to its conclusions, and the Trustee shall not be liable for any loss or damage that might be caused as a result of any action performed or any failure to act by the Trustee while relying on such advice or opinion, unless the Trustee acted with negligence and/or with mala fides and/or contrary to the provisions of This Deed or contrary to the provisions of any law. The Trustee shall make available a copy of such opinion or advice for the perusal of the Bondholders and the Company, at their request. The Company shall bear all expenses of employing such external consultants by the Trustee, provided that they shall be reasonable and provided that the identity of the consultants was approved in advance by the Company. The Company shall not refuse to give its consent to such consultants that shall be chosen by the Trustee, except for reasonable reasons.

Special Authorities. The trustee will be entitled to deposit all the deed and documents the bear witness to, represent, and/or determine his right regarding all assets at that time in his hands, in a safe and/or in another place of his choosing, with any banker, and/or with any attorney. If the Trustee does so, he will not be responsible for any losses caused in connection with this deposit, unless the Trustee acted with negligence or malice. The Trustee is entitled to within the framework of execution of the trusteeship matters according to the Deed of Trust; act according to his own opinion and/or according to the advice given by any attorney, accountant, assessor, appraiser, surveyor, mediator or any other expert, whether the opinion and/or advice were prepared at the Trustee’s and/or the Company’s request the Trustee will not be responsible for any losses or damages caused as a result of any action and/or failure on his part based on the advice or opinion as mentioned, unless the trustee acted with negligence or malice. Any Advice or opinion of this type can be given, sent or received in writing, by telegram, facsimile, and/or by any other electronic means for the transfer of information, and the Trustee will not be responsible for action taken based on the advice and/or opinion or information that was transferred by one of the abovementioned means despite there being errors therein and/or it not being authentic, unless the trustee acted with negligence or malice. The trustee will use the trusteeship forcibly, with authorities and licenses granted to him in accordance with this Deed, according to his absolute discretion and will not be responsible for any damages caused due to an error of his aforementioned discretion, unless the trustee acted with negligence or malice.

Special Authorities. 21.1. The Trustee is entitled, within the performance of the Trust affairs according to this Deed,, to order the opinion or written advice of any advocate, certified public accountant, appraiser, assessor, surveyor, mediator or other expert, whether such an opinion and/or advice has been prepared at the request of the Trustee and/or by the Company and shall be allowed to act in accordance with its conclusions, and the Trustee shall not be held accountable for any loss or damage caused as a result of any activity or failure undertaken by it when agreeing to the aforesaid advice or opinion, unless being found liable of negligence (except negligence exempted by law, as shall be from time to time) and/ or of bad faith and/of malice by a court ruling. The trustee will make available to the Company a copy of such an opinion or advice, to be reviewed by the Debentures Holders and the Company, upon demand, unless the Trustee considers that such a reviewed is detrimental to the Debentures Holders rights. The Company shall assume all the reasonable expenses for the employment of the advisors appointed as aforementioned, should the Trustee notify the Company in advance of its intention to receive an expert opinion or advice as aforesaid.

Special Authorities. The Trustee shall be permitted to deposit all of the deeds and documents which provide testimony, which represent and/or which set his entitlement in connection with any asset which is then in his possession, in a safe and/or in another location as he selects, with any banker and/or any banking Company and/or with any lawyer. Should the Trustee so do, he shall not be responsible for any loss that may be caused in connection with such a deposit, unless the Trustee acted with negligence or malice. The Trustee is permitted, within the scope of executing the trust affairs, under this deed, to act at his discretion and/or from the advice of any lawyer, accountant, appraiser, valuer, surveyor, agent or other expert, whether such a report and/or advice was prepared at the request of the Trustee and/or by the Company and the Trustee shall not be responsible for any loss or damage that may be caused as a result of any action and/or omission undertaken by him based upon such advice or report, unless the Trustee acted with negligence or with a lack of good faith. Any such advice and/or report may be provided, sent or received by letter, telegram, facsimile and/or any other electronic means for the transfer of data, and the Trustee shall not be responsible for any acts that he undertook based upon the advice and/or report or information that was sent by one of the means referred to above even if there is a mistake and/or if it was not authentic, unless the Trustee had acted with negligence or with a lack of good faith.

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Governmental Authorities From the date of this Agreement and until the End Date, the Company shall duly observe and conform in all material respects to all valid requirements of governmental authorities relating to the conduct of its business or to its properties or assets.
Governmental Authorities and Consents Buyer is not required to submit any notice, report or other filing with any governmental authority in connection with the execution or delivery by it of this Agreement or the consummation of the Transaction and no consent, approval or authorization of any governmental or regulatory authority is required to be obtained by Buyer in connection with the execution and delivery of this Agreement or the consummation of the Transaction.
Governmental Authorities; Consents No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or delivery and performance of this Agreement by Acquiror or any Transaction Agreement to which any of Acquiror is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions and the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder Approval, or (e) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.
Approvals of Governmental Authorities The Governmental Approvals listed in Schedule 11.01(b) shall have been received (or any waiting period shall have expired or shall have been terminated) and shall be in full force and effect.
Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.
Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.
Government Authorizations No Consent of, with or to any Governmental Authority is required to be obtained or made by or with respect to Buyer or any of its Affiliates in connection with the execution and delivery of this Agreement and the other Transaction Documents by Buyer or the consummation by Buyer of the transactions contemplated hereby and thereby, except for (a) required filings under the HSR Act, (b) as set forth on Section 5.4 of the Buyer Disclosure Schedule, and (c) Consents not required to be made or given until after Closing.
Approvals of Governmental Bodies As promptly as practicable after the date of this Agreement, Buyer will, and will cause each of its Related Persons to, make all filings required by Legal Requirements to be made by them to consummate the Contemplated Transactions (including all filings under the HSR Act). Between the date of this Agreement and the Closing Date, Buyer will, and will cause each Related Person to, cooperate with Seller with respect to all filings that Seller are required by Legal Requirements to make in connection with the Contemplated Transactions, and (ii) cooperate with Seller in obtaining all consents identified in Part 3.2 of the Disclosure Letter; provided that this Agreement will not require Buyer to dispose of or make any change in any portion of its business or to incur any other burden to obtain a Governmental Authorization.
Governmental Authorizations and Regulations Schedule 2.15 lists all licenses, franchises, permits and other governmental authorizations held by Seller material to the use of the Purchased Assets. Such licenses, franchises, permits and other governmental authorizations are valid, and Seller has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. Except as set forth on Schedule 2.15, Seller holds all licenses, franchises, permits and other governmental authorizations, the absence of any of which could have a material adverse effect on the use of the Purchased Assets.
Governmental Authorizations Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

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