Common use of Trustee Liability Clause in Contracts

Trustee Liability. 9.1 We will have no recourse to the assets of any Professional Trustee which is a party to this Agreement, which assets are not assets of the Trust, except in respect of any loss incurred by us: (a) by reason of a breach of trust by that Professional Trustee; or (b) by reason of any lack of capacity, power or authority of that Professional Trustee to enter into this Agreement or any relevant document; or (c) resulting from the negligence, wilful default or dishonesty of that Professional Trustee; or (d) resulting from a breach on that Professional Trustee’s part of the statements or undertakings made by it in clause 9.2 below. each trustee entering into this Agreement as a trustee (the Trustee), other than a Professional Trustee, will have full personal liability, so that we may have recourse to that trustee’s personal assets as well as to the assets of the Trust. 9.2 each Trustee warrants and undertakes that: (a) the Trust is properly constituted under a trust deed; (b) the persons entering into this Agreement as trustees are all the current and validly appointed trustees of the Trust as at the date of this Agreement and no such Trustee has resigned, nor has any action been taken or event occurred to remove any such Trustee or appoint any new Trustee of the Trust; (c) the Trustee has the power and capacity to execute, enter into and perform the Trustee’s obligations under this Agreement (and any other relevant document to which the Trustee is a party) and to grant any security interest to be given over assets of the Trust in its capacity as trustee, and in each case does so for the benefit of and for the proper purposes of the Trust, and this Agreement and each other relevant document to which the Trustee is a party are legal, valid, binding and enforceable on and against the Trustee in the Trustee’s capacity as trustee in accordance with their terms; (d) in order to execute, enter into and perform the Trustee’s obligations under this Agreement (and any relevant document to which the Trustee is a party): (i) the Trustees of the Trust have passed any necessary resolutions, and those resolutions remain (and will remain) in full force and effect; (ii) all necessary consents and approvals required, by law or otherwise, have been (and will be) obtained; and (iii) no Trustee of the Trust is (or will be) in breach of the trust deed of the Trust, any law or other obligation; and (e) the Trustee will not, without our prior written consent, permit: (i) the trust deed of the Trust to be varied in any way that affects the warranties and undertakings given in this clause; (ii) any of the assets subject to the Trust to be disposed of, transferred, distributed, loaned or advanced other than for the purposes of the Trust; (iii) the capital of the Trust to be distributed to the beneficiaries of the Trust; (iv) the Trust to be terminated or dissolved, or any action to be taken to terminate or dissolve the Trust; nor (v) a Trustee of the Trust to resign or be removed, or a new Trustee of the Trust to be appointed, without immediate notification to us. 9.3 each Trustee is to remain liable under this Agreement and any relevant document after it ceases to be a trustee of the Trust until released in writing by us. 9.4 The above warranties and undertakings are to survive termination of the Facility and payment of all other indebtedness due under any relevant document.

Trustee Liability. 9.1 We will have no recourse to the assets of any Professional Trustee which is a party to this Agreement, which assets are not assets of the Trust, except in respect of any loss incurred by us: (a) by reason Each of the Parties acknowledges that the trustees of the REIT are entering into this Agreement solely in their capacity as trustees of the REIT, and that the obligations or liabilities (including those arising hereunder or arising in connection herewith or from the matters to which this Agreement relates, if any, including without limitation, claims based on negligence or otherwise tortious behaviour) of the trustees, managers, officers, consultants, agents or Employees of the REIT hereunder will not be binding upon, nor will resort be had to the property of, any registered or beneficial REIT Unitholder, any Deferred Unitholder, or any annuitant under a breach plan of trust by that Professional Trustee; orwhich a registered or beneficial REIT Unitholder or Deferred Unitholder is a trustee or carrier. The obligations or liabilities, if any, of the trustees, managers, officers or Employees of the REIT hereunder shall be satisfied only out of the property of the REIT and no resort may be had to the property of any trustee, manager, officer or Employee of the REIT. The provisions of this paragraph shall enure to the benefit of the heirs, successors, assigns and personal representatives of the trustees, managers, officers or Employees of the REIT, any registered or beneficial REIT Unitholder, any Deferred Unitholders and any annuitants. (b) by reason No trustee or officer of the REIT and no director or officer of ArrangementCo shall have any lack of capacity, power or authority of that Professional Trustee personal liability whatsoever to enter into the Purchaser under this Agreement or any relevant document; orother document delivered on behalf of the REIT or ArrangementCo, as applicable, under this Agreement. (c) resulting from the negligence, wilful default No director or dishonesty of that Professional Trustee; or (d) resulting from a breach on that Professional Trustee’s part officer of the statements or undertakings made by it in clause 9.2 below. each trustee entering into this Agreement as a trustee (the Trustee), other than a Professional Trustee, will Purchaser shall have full any personal liability, so that we may have recourse to that trustee’s personal assets as well as liability whatsoever to the assets of the Trust. 9.2 each Trustee warrants and undertakes that: (a) the Trust is properly constituted under a trust deed; (b) the persons entering into this Agreement as trustees are all the current and validly appointed trustees of the Trust as at the date of this Agreement and no such Trustee has resigned, nor has any action been taken or event occurred to remove any such Trustee or appoint any new Trustee of the Trust; (c) the Trustee has the power and capacity to execute, enter into and perform the Trustee’s obligations REIT under this Agreement (and or any other relevant document to which the Trustee is a party) and to grant any security interest to be given over assets delivered on behalf of the Trust in its capacity as trustee, and in each case does so for the benefit of and for the proper purposes of the Trust, and this Agreement and each other relevant document to which the Trustee is a party are legal, valid, binding and enforceable on and against the Trustee in the Trustee’s capacity as trustee in accordance with their terms; (d) in order to execute, enter into and perform the Trustee’s obligations Purchaser under this Agreement (and any relevant document to which the Trustee is a party): (i) the Trustees of the Trust have passed any necessary resolutions, and those resolutions remain (and will remain) in full force and effect; (ii) all necessary consents and approvals required, by law or otherwise, have been (and will be) obtained; and (iii) no Trustee of the Trust is (or will be) in breach of the trust deed of the Trust, any law or other obligation; and (e) the Trustee will not, without our prior written consent, permit: (i) the trust deed of the Trust to be varied in any way that affects the warranties and undertakings given in this clause; (ii) any of the assets subject to the Trust to be disposed of, transferred, distributed, loaned or advanced other than for the purposes of the Trust; (iii) the capital of the Trust to be distributed to the beneficiaries of the Trust; (iv) the Trust to be terminated or dissolved, or any action to be taken to terminate or dissolve the Trust; nor (v) a Trustee of the Trust to resign or be removed, or a new Trustee of the Trust to be appointed, without immediate notification to usAgreement. 9.3 each Trustee is to remain liable under this Agreement and any relevant document after it ceases to be a trustee of the Trust until released in writing by us. 9.4 The above warranties and undertakings are to survive termination of the Facility and payment of all other indebtedness due under any relevant document.

Trustee Liability. 9.1 We will have no recourse to the assets of any Professional Trustee which It is a party to this Agreement, which assets declared that: 14.1 The Trustees are not assets of the Trust, except chargeable respectively only in respect of the money and securities they actually receive, or which, but for their own acts, omissions, neglects, or defaults they would have received, notwithstanding their signing any receipt for the sake of conformity; and 14.2 They are each answerable and responsible respectively only for their own acts, receipts, omissions, neglects and defaults and not for those of each other, or of any banker, broker, auctioneers, or other person with whom, or into whose hands, any Trust money or security is properly deposited or has come; 14.3 No Trustees shall be liable personally for the maintenance, repair, or insurance of any charges on such property; 14.4 No Trustees hereof shall be liable for any loss incurred arising from any cause whatsoever including a breach of the duties imposed by usSections 22 to 39 of the Trusts Act 2019 or subsequent enactment, unless such loss is attributable: (a) 14.4.1 To their own dishonesty, wilful misconduct, or gross negligence; or 14.4.2 To the wilful commission by them of an act known by him/her to be a breach of Trust. 14.5 No Trustees shall be bound to take any proceedings against a co-Trustee for any breach or alleged breach of Trust committed by that co-Trustee. 14.6 Notwithstanding the procedure or otherwise of retaining assets in the Trust Fund no Trustee shall be liable for any loss suffered by the Trust Fund by reason of a breach of trust by that Professional Trustee; or (b) by reason of the Trustees retaining any lack of capacity, power or authority of that Professional Trustee to enter into this Agreement or any relevant document; or (c) resulting from the negligence, wilful default or dishonesty of that Professional Trustee; or (d) resulting from a breach on that Professional Trustee’s asset forming part of the statements or undertakings made by it in clause 9.2 below. each trustee entering into this Agreement as a trustee (the Trustee), other than a Professional Trustee, will have full personal liability, so that we may have recourse to that trustee’s personal assets as well as to the assets of the TrustTrust Fund. 9.2 each Trustee warrants 14.7 The Trustees shall from time to time and undertakes that: (a) the Trust is properly constituted under a trust deed; (b) the persons entering into this Agreement as trustees are at all the current times be indemnified by and validly appointed trustees out of the Trust property from and against all costs, charges, losses, damages, and expenses sustained or incurred by them or in or about the execution and discharge of their office or in or about any claim, demand, action, proceeding or defence at law or in equity in which they may be joined as at the date of this Agreement and no such Trustee has resigned, nor has any action been taken or event occurred to remove any such Trustee or appoint any new Trustee of the Trust; (c) the Trustee has the power and capacity to execute, enter into and perform the Trustee’s obligations under this Agreement (and any other relevant document to which the Trustee is a party) and to grant any security interest to be given over assets of the Trust in its capacity as trustee, and in each case does so for the benefit of and for the proper purposes of the Trust, and this Agreement and each other relevant document to which the Trustee is a party are legal, valid, binding and enforceable on and against the Trustee in the Trustee’s capacity as trustee in accordance with their terms; (d) in order to execute, enter into and perform the Trustee’s obligations under this Agreement (and any relevant document to which the Trustee is a party): (i) the Trustees of the Trust have passed any necessary resolutions, and those resolutions remain (and will remain) in full force and effect; (ii) all necessary consents and approvals required, by law or otherwise, have been (and will be) obtained; and (iii) no Trustee of the Trust is (or will be) in breach of the trust deed of the Trust, any law or other obligation; and (e) the Trustee will not, without our prior written consent, permit: (i) the trust deed of the Trust to be varied in any way that affects the warranties and undertakings given in this clause; (ii) any of the assets subject to the Trust to be disposed of, transferred, distributed, loaned or advanced other than for the purposes of the Trust; (iii) the capital of the Trust to be distributed to the beneficiaries of the Trust; (iv) the Trust to be terminated or dissolved, or any action to be taken to terminate or dissolve the Trust; nor (v) a Trustee of the Trust to resign or be removed, or a new Trustee of the Trust to be appointed, without immediate notification to us. 9.3 each Trustee is to remain liable under this Agreement and any relevant document after it ceases to be a trustee of the Trust until released in writing by us. 9.4 The above warranties and undertakings are to survive termination of the Facility and payment of all other indebtedness due under any relevant document.

Trustee Liability. 9.1 We will have 4.1 The Developer (in this clause 4 the Trustee) enters into this agreement in its capacity as the trustee for the Lincon Epsom Projects Unit Trust (Trust) constituted by a trust deed (Trust Deed). 4.2 The Trustee: (a) warrants that: (i) it is the sole trustee of the Trust and no recourse action has been taken to remove or replace it; (ii) entry into this Deed is for the benefit of the beneficiaries of the Trust and as trustee it is authorised and empowered under the Trust Deed to enter into and to perform its obligations and satisfy or discharge its liabilities under this Deed; (iii) it is not in breach of the Trust Deed; (iv) it is entitled under the Trust Deed to be indemnified in full in respect of the obligations and liabilities incurred by it under this Deed; (v) it is not aware of any reason why the assets of any Professional Trustee which is a party the Trust might be insufficient to satisfy or discharge the obligations and liabilities incurred by it under this AgreementDeed; and (vi) it has the power under the Trust Deed to execute and perform its obligations and discharge its liabilities under this Deed and all necessary action has been taken to authorise the execution and performance of this deed under the Trust Deed; and (b) indemnifies the Council, which assets are not assets of and agrees to keep the TrustCouncil indemnified, except in respect of any loss incurred by us: (a) by reason of or liability in any way connected with a breach of trust by that Professional Trustee; ora warranty in clause 4.2(a). (b) by reason of any lack of capacity, power or authority of that Professional 4.3 Prior to the Trustee to enter into this Agreement or any relevant document; or (c) resulting from being replaced as the negligence, wilful default or dishonesty of that Professional Trustee; or (d) resulting from a breach on that Professional Trustee’s part trustee of the statements or undertakings made by it Trust in clause 9.2 below. each trustee entering into this Agreement as a trustee (accordance with the Trustee), other than a Professional Trustee, will have full personal liability, so that we may have recourse to that trustee’s personal assets as well as to the assets of the Trust. 9.2 each Trustee warrants and undertakes thatTrust Deed: (a) the Trust is properly constituted under Trustee must procure that the replacement trustee enters into a trust deednew deed with the Council on the same terms as this Deed; (b) the persons entering into Trustee (as outgoing trustee) must procure an agreement from the Council, under which the Council releases the Trustee from the requirement to observe and perform any future obligation under this Agreement as trustees are all the current and validly appointed trustees of the Trust as at the date of this Agreement and no such Trustee has resigned, nor has any action been taken or event occurred to remove any such Trustee or appoint any new Trustee of the TrustDeed; (c) the Trustee has (as outgoing trustee) must release the power and capacity Council, from the requirement to execute, enter into observe and perform any future obligation under this Deed; and (d) the Trustee (as the outgoing trustee) must pay the reasonable costs and expenses of the Council in relation to entering into a new deed under this clause 4.3 and the costs and expenses of registering any new deed on the title to the Land. 4.4 Subject to clause 4.6, liability arising under or in connection with this Deed (except under or in connection with clause 4.2 above) is limited and can be enforced against the Trustee only to the extent to which the Trustee, having sought indemnification to the maximum extent possible, is actually indemnified in respect of that liability out of the assets of the Trust. This limitation of the Trustee’s liability extends to all liabilities and obligations under this Agreement (and any other relevant document to which of the Trustee is a partyin any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed. 4.5 No party to this Deed or any person claiming through or on behalf of them will be entitled to: (a) and to grant any security interest to be given over assets of the Trust in its capacity as trustee, and in each case does so for the benefit of and for the proper purposes of the Trust, and this Agreement and each other relevant document to which the Trustee is a party are legal, valid, binding and enforceable on and claim from or commence proceedings against the Trustee in the Trustee’s capacity as trustee in accordance with their terms; (d) in order to execute, enter into and perform the Trustee’s obligations under this Agreement (and respect of any relevant document to which the Trustee is a party): (i) the Trustees of the Trust have passed any necessary resolutions, and those resolutions remain (and will remain) in full force and effect; (ii) all necessary consents and approvals required, by law or otherwise, have been (and will be) obtained; and (iii) no Trustee of the Trust is (or will be) in breach of the trust deed of the Trust, any law or other obligation; and (e) the Trustee will not, without our prior written consent, permit: (i) the trust deed of the Trust to be varied liability in any way that affects the warranties and undertakings given in this clause; (ii) any of the assets subject to the Trust to be disposed of, transferred, distributed, loaned or advanced capacity other than for as the purposes trustee of the Trust; (iiib) seek the capital appointment of a receiver, receiver and manager, liquidator, an administrator or any similar office-holder to the Trustee, or prove in any liquidation, administration or arrangement of or affecting the Trustee, except in relation to the assets of the Trust; or (c) enforce or seek to enforce any judgment in respect of a liability under this Deed or otherwise against the Trustee in any capacity other than as Trustee of the Trust, except under or in connection with clause 4.2 above. 4.6 Notwithstanding any other provision of this deed, clauses 4.4 and 4.5 do not apply to any obligation or liability of the Trustee to the extent to which there is, in respect of that obligation or liability, whether under the Trust Deed or by operation of law, a reduction in the extent of the Trustee’s indemnification, or loss of the Trustee’s right of indemnification, out of the assets of the Trust as a result of Trustee’s failure to be distributed to the beneficiaries properly perform its duties as trustee of the Trust;. (iv) 4.7 Nothing in clause 4.6 will make the Trust Trustee liable for any claim for an amount greater than the amount which the Council would have been able to be terminated or dissolved, or any action to be taken to terminate or dissolve claim and recover from the Trust; nor (v) a Trustee assets of the Trust in relation to resign the relevant obligation or be removedliability if the Trustee's right of indemnification, or a new Trustee out of the assets of the Trust to be appointed, without immediate notification to us. 9.3 each Trustee is to remain liable under this Agreement and any relevant document after it ceases to be a trustee had not been prejudiced by the failure of the Trust until released in writing by usTrustee to properly perform its duties. 9.4 The above warranties and undertakings are to survive termination of the Facility and payment of all other indebtedness due under any relevant document.

Trustee Liability. 9.1 We will It is declared that: 15.1 the trustees are chargeable respectively only in respect of the money and securities they actually receive, or which, but for their own acts, omissions, neglects, or defaults they would have received, notwithstanding their signing and receipt for the sake of conformity; and 15.2 they are each answerable and responsible respectively only for their own acts, receipts, omissions, neglects and defaults and not for those of each other, or of any banker, broker, auctioneers, or other person with whom, or into whose hands, and Trust money or security is properly deposited or has come; 15.3 no recourse trustee shall be liable personally for the maintenance, repair, or insurance of any charges on such property; 15.4 no trustee hereof shall be liable for any loss arising from any cause whatsoever including a breach of the duties imposed by Section 13B and/or Section 13C of the Trustees Act 1956 (as enacted by the Trustee Amendment ▇▇▇ ▇▇▇▇ or any statutory replacement or equivalent) unless such loss is attributable: 15.4.1 to his or her own dishonesty; or 15.4.2 to the assets wilful commission by him or her of any Professional Trustee which is an act known by him or her to be a party to this Agreement, which assets are not assets breach of the Trust, except 15.4.3 and pursuant to Section 13D of the trustees ▇▇▇ ▇▇▇▇ it is intended by this clause that the duties imposed by Section 13B and Section 13C of the Trustees Act 1956 shall not apply to any Trustee hereof 15.5 no Trustee shall be bound to take any proceedings against a fellow Trustee for any breach or alleged breach of the Trust committed by that fellow Trustee 15.6 notwithstanding the procedure or otherwise of retaining assets in respect of the Trust Fund no Trustee shall be liable for any loss incurred suffered by us: (a) the Trust Fund by reason of a breach of trust by that Professional Trustee; or (b) by reason of the Trustees retaining any lack of capacity, power or authority of that Professional Trustee to enter into this Agreement or any relevant document; or (c) resulting from the negligence, wilful default or dishonesty of that Professional Trustee; or (d) resulting from a breach on that Professional Trustee’s asset forming part of the statements or undertakings made Trust Fund 15.7 the Trustees shall from time to time and at all times be indemnified by it in clause 9.2 below. each trustee entering into this Agreement as a trustee (the Trustee), other than a Professional Trustee, will have full personal liability, so that we may have recourse to that trustee’s personal assets as well as to the assets of the Trust. 9.2 each Trustee warrants and undertakes that: (a) the Trust is properly constituted under a trust deed; (b) the persons entering into this Agreement as trustees are all the current and validly appointed trustees out of the Trust property from and against all costs, charges, losses, damages, and expenses sustained or incurred by them or in or about the execution and discharge of their office or in or about any claim, demand, action, proceeding or defence at law or in equity in which they may be joined as at the date of this Agreement and no such Trustee has resigned, nor has any action been taken or event occurred to remove any such Trustee or appoint any new Trustee of the Trust; (c) the Trustee has the power and capacity to execute, enter into and perform the Trustee’s obligations under this Agreement (and any other relevant document to which the Trustee is a party) and to grant any security interest to be given over assets of the Trust in its capacity as trustee, and in each case does so for the benefit of and for the proper purposes of the Trust, and this Agreement and each other relevant document to which the Trustee is a party are legal, valid, binding and enforceable on and against the Trustee in the Trustee’s capacity as trustee in accordance with their terms; (d) in order to execute, enter into and perform the Trustee’s obligations under this Agreement (and any relevant document to which the Trustee is a party): (i) the Trustees of the Trust have passed any necessary resolutions, and those resolutions remain (and will remain) in full force and effect; (ii) all necessary consents and approvals required, by law or otherwise, have been (and will be) obtained; and (iii) no Trustee of the Trust is (or will be) in breach of the trust deed of the Trust, any law or other obligation; and (e) the Trustee will not, without our prior written consent, permit: (i) the trust deed of the Trust to be varied in any way that affects the warranties and undertakings given in this clause; (ii) any of the assets subject to the Trust to be disposed of, transferred, distributed, loaned or advanced other than for the purposes of the Trust; (iii) the capital of the Trust to be distributed to the beneficiaries of the Trust; (iv) the Trust to be terminated or dissolved, or any action to be taken to terminate or dissolve the Trust; nor (v) a Trustee of the Trust to resign or be removed, or a new Trustee of the Trust to be appointed, without immediate notification to us. 9.3 each Trustee is to remain liable under this Agreement and any relevant document after it ceases to be a trustee of the Trust until released in writing by us. 9.4 The above warranties and undertakings are to survive termination of the Facility and payment of all other indebtedness due under any relevant document.