Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and (2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. (b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and (3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it. (c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section. (d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 10 contracts
Sources: Purchase Contract Agreement (Cendant Capital V), Purchase Contract Agreement (Cendant Capital V), Purchase Contract Agreement (Ingersoll Rand Co)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and perform only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, gross negligence (or its own simple negligence in the handling of funds) or wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 8 contracts
Sources: Pass Through Trust Agreement (Midway Airlines Corp), Pass Through Trust Agreement (Midway Airlines Corp), Pass Through Trust Agreement (Midway Airlines Corp)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default in respect of a Trust, the Trustee undertakes to perform, with respect to the Securities, perform such duties and only in respect of such duties Trust as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default in respect of a Trust has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement in respect of such Trust, and 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.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;Section 7.01; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this SectionSection 7.01.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 7 contracts
Sources: Pass Through Trust Agreement (Sun Country Airlines Holdings, Inc.), Pass Through Trust Agreement (Sun Country Airlines Holdings, Inc.), Pass Through Trust Agreement (United Air Lines Inc)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and only perform such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 7 contracts
Sources: Pass Through Trust Agreement (Continental Airlines Inc /De/), Pass Through Trust Agreement (Continental Airlines Inc /De/), Pass Through Trust Agreement (America West Airlines Inc)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred, the Purchase Contract Agent:
(1) The Agent undertakes to perform, with respect to the SecuritiesUnits, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Purchase Contract Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the SecuritiesUnits, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Purchase Contract Agent, upon certificates or opinions furnished to the Purchase Contract Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent, the Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementAgreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(b) No provision of this Agreement shall be construed to relieve the Purchase Contract Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that:
(1) this Subsection Section 7.1(b) shall not be construed to limit the effect of Subsection (a) of this SectionSection 7.1(a);
(2) the Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Purchase Contract Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Purchase Contract Agent shall be subject to the provisions of this SectionSection 7.1.
(d) The Purchase Contract Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Purchase Contract Agent and to grant the Pledge. The Purchase Contract Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Purchase Contract Agent under, or actions taken by the Purchase Contract Agent pursuant to, such Pledge Agreement and any Remarketing Agreement entered into by the Purchase Contract Agent to effectuate Section 5.4 hereof or Section 6.3 of the Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Purchase Contract Agent, the Purchase Contract Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Purchase Contract Agent is authorized to execute, deliver and perform one or more Remarketing Agreements to, among other things, effectuate Section 5.4.
Appears in 7 contracts
Sources: Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Nextera Energy Inc), Purchase Contract Agreement (Nextera Energy Inc)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith faith, willful misconduct or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 6 contracts
Sources: Purchase Contract Agreement (Affiliated Managers Group Inc), Purchase Contract Agreement (Dte Energy Co), Purchase Contract Agreement (Dte Energy Co)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default in respect of a Trust, the Trustee undertakes to perform, with respect to the Securities, perform such duties and only such duties in respect of the Trust as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default in respect of a Trust has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement in respect of the Trust, and 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.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;Section 7.01; and
(2ii) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this SectionSection 7.01.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 6 contracts
Sources: Pass Through Trust Agreement (Atlas Air Inc), Pass Through Trust Agreement (Atlas Air Inc), Pass Through Trust Agreement (Atlas Air Inc)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1i) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Subsection Agreement and the Agent shall not be construed liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(ii) in the absence of bad faith on its part, the Agent may conclusively rely, as to limit the effect truth of Subsection (a) the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Section;Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(2c) the The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no The Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in number of affected Outstanding Purchase Contracts relating to the time, method and place of conducting any proceeding for any remedy available to the Agent, or exercising any power conferred upon the Agent, under this Agreement.
(e) No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(cf) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(dg) The Agent is authorized acting solely as agent for the Corporation hereunder and owes no fiduciary duties to execute and deliver the Pledge Agreement in its capacity as Agentany person by virtue of this Agreement.
Appears in 4 contracts
Sources: Unit Agreement (Comcast Cable Trust Iii), Unit Agreement (Morgan Stanley Capital Trust VIII), Unit Agreement (Morgan Stanley Dean Witter & Co)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 4 contracts
Sources: Purchase Contract Agreement (Lincoln National Corp), Purchase Contract Agreement (Arvin Industries Inc), Purchase Contract Agreement (Texas Utilities Co /Tx/)
Certain Duties and Responsibilities. (1a) The Rights Agent undertakes to performwill not have any liability for any actions taken or not taken in connection with this Agreement, with respect except to the Securitiesextent such liability arises as a result of the willful misconduct, such duties and only such duties bad faith or gross negligence of the Rights Agent (in each case as are specifically set forth determined by a final non-appealable judgment of court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, any liability of the Rights Agent under this Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent in connection with this Agreement (but not including reimbursable expenses and other charges) during the Pledge Agreement18 months immediately preceding the event for which recovery from the Rights Agent is being sought. Anything to the contrary notwithstanding, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damages, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth regardless of the statements and the correctness form of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreementaction.
(b) No provision The Rights Agent shall not have any duty or responsibility in the case of this Agreement shall be construed the receipt of any written demand from any Holder with respect to relieve any action or default by any person or entity, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company or Neurogene. The Rights Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
may (1) this Subsection but shall not be construed to limit the effect required to) enforce all rights of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of action under this Agreement shall require and any related claim, action, suit, audit, investigation or proceeding instituted by the Rights Agent to expend or risk may be brought in its own funds or otherwise incur name as the Rights Agent and any financial liability recovery in connection therewith will be for the performance proportionate benefit of any of its duties hereunderall the Holders, or in the exercise of any of its as their respective rights or powers, if adequate indemnity is not provided to itinterests may appear on the CVR Register.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 4 contracts
Sources: Contingent Value Rights Agreement (Neurogene Inc.), Contingent Value Rights Agreement (Neoleukin Therapeutics, Inc.), Contingent Value Rights Agreement (Neoleukin Therapeutics, Inc.)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the SecuritiesUnits and Separate Notes, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith faith, willful misconduct or negligence on its part, the Agent may, with respect to the SecuritiesUnits and Separate Notes, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementAgreement (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own wilful willful misconduct, except that:
(1) this Subsection paragraph (b) shall not be construed to limit the effect of Subsection paragraph (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 4 contracts
Sources: Purchase Contract Agreement (Unumprovident Corp), Purchase Contract Agreement (Unumprovident Corp), Purchase Contract Agreement (Union Planters Corp)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the SecuritiesUnits, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the SecuritiesUnits, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent.Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement and any Remarketing Agreement entered into by the Agent to effectuate Section 5.4 hereof or Section 6.3
Appears in 4 contracts
Sources: Purchase Contract Agreement (Hawaiian Electric Industries Inc), Purchase Contract Agreement (Pinnacle West Capital Corp), Purchase Contract Agreement (National Fuel Gas Co)
Certain Duties and Responsibilities. (1) The Agent undertakes to performduties, with respect to responsibilities, rights, benefits and protections of the Securities, such duties and only such duties Trustee shall be as are specifically set forth in this Agreement Indenture and the Pledge Agreement, Trust Indenture Act and no implied covenants or obligations shall be read into this Agreement Indenture against the Agent; and
(2) Trustee, except as otherwise required by the Trust Indenture Act. If an Event of Default has occurred and is continuing and a Responsible Officer has received written notification thereof, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the absence conduct of bad faith or negligence on its partsuch Person’s own affairs. Notwithstanding the foregoing, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement Indenture shall require the Agent Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not provided assured to it.
(c) . Whether or not therein herein expressly so provided, every provision of this Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this SectionSection 6.01. The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the requisite amount of Holders or exercising any trust or power conferred upon the Trustee under this Indenture.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 4 contracts
Sources: Indenture (Braskem Finance LTD), Indenture (Braskem Finance LTD), Indenture (Braskem Finance LTD)
Certain Duties and Responsibilities. (1a) The Agent Purchase Contract Agent:
(i) undertakes to perform, with respect to the SecuritiesUnits, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, Remarketing Agreement to be performed by the Purchase Contract Agent and no implied covenants or obligations shall be read into this Agreement or the Remarketing Agreement against the Purchase Contract Agent; and
(2ii) in the absence of bad faith or negligence on its part, the Agent may, with respect to the SecuritiesUnits, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Purchase Contract Agent and conforming to the requirements of this Agreement or the Remarketing Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent, the Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of the mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(b) No provision of this Agreement or the Remarketing Agreement shall be construed to relieve the Purchase Contract Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own wilful willful misconduct, except that:
(1i) this Subsection Section 7.01(b) shall not be construed to limit the effect of Subsection (aSections 7.01(a) of this Sectionand 7.01(c);
(2ii) the Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved conclusively determined by a court of competent jurisdiction that the Purchase Contract Agent was grossly negligent in ascertaining the pertinent facts; and
(3c) no No provision of this Agreement or the Remarketing Agreement shall require the Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(cd) Whether or not therein expressly so provided, every provision of this Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Purchase Contract Agent shall be subject to the provisions of this Section.
(de) The Purchase Contract Agent is authorized to execute and deliver the Pledge Remarketing Agreement in its capacity as Purchase Contract Agent. The rights, privileges, protections, immunities and benefits afforded to the Purchase Contract Agent and each Indemnitee under this Agreement, including, without limitation, its and their rights to be indemnified, shall also extend to and cover the Purchase Contract Agent and each Indemnitee with respect to the role of the Purchase Contract Agent as Purchase Contract Agent under, including action taken, omitted to be taken or suffered by the Purchased Contract Agent pursuant to, the Remarketing Agreement.
(f) On or prior to the date that is 30 days prior to the first day of the Applicable Remarketing Period, at the Company’s request given at least five Business Days prior to such 30th day, the Purchase Contract Agent shall deliver to the Company and the Remarketing Agent an executed counterpart of the Remarketing Agreement, signed by an authorized signatory of the Purchase Contract Agent.
Appears in 3 contracts
Sources: Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(21) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, Agreement but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementAgreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and;
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it; and
(4) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 3 contracts
Sources: Unit Agreement (Washington Mutual Capital Trust 2001), Unit Agreement (Keyspan Trust Iii), Unit Agreement (Keyspan Trust I)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith faith, willful misconduct or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 3 contracts
Sources: Purchase Contract Agreement (Ace LTD), Purchase Contract Agreement (Cox Communications Inc /De/), Purchase Contract Agreement (Semco Energy Inc)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1i) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Subsection Agreement and the Agent shall not be construed liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(ii) in the absence of bad faith on its part, the Agent may conclusively rely, as to limit the effect truth of Subsection (a) the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Section;Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(2c) the The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(ce) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(df) The Agent is authorized acting solely as agent for the Corporation hereunder and owes no fiduciary duties to execute and deliver the Pledge Agreement in its capacity as Agentany person by virtue of this Agreement.
Appears in 3 contracts
Sources: Unit Agreement (Morgan Stanley Dean Witter & Co), Unit Agreement (J P Morgan Chase & Co), Unit Agreement (Morgan Stanley Dean Witter Discover & Co)
Certain Duties and Responsibilities. (1a) The Agent Except during ----------------------------------- the continuance of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and perform only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, gross negligence (or its own simple negligence in the handling of funds) or wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 3 contracts
Sources: Pass Through Trust Agreement (Midway Airlines Corp), Pass Through Trust Agreement (Midway Airlines Corp), Pass Through Trust Agreement (Midway Airlines Corp)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 3 contracts
Sources: Purchase Contract Agreement (Monsanto Co), Purchase Contract Agreement (Prime Group Realty Trust), Purchase Contract Agreement (TRW Inc)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement or the Pledge Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement or the Pledge Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the Pledge Agreement, as applicable.
(b) No provision of this Agreement or the Pledge Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement or the Pledge Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement and the Pledge Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 3 contracts
Sources: Purchase Contract Agreement (Bank United Corp), Purchase Contract Agreement (Nisource Inc), Purchase Contract Agreement (Polaroid Corp)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement and Pledge Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductwillful misconduct or bad faith, except that:
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized and directed to execute and deliver the Pledge Agreement in its capacity as AgentAgent and to perform its duties and obligations thereunder.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Alltel Corp), Purchase Contract Agreement (Alltel Corp)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuation of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and only perform such duties as are 43 -38- specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1i) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Subsection Agreement and the Agent shall not be construed liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(ii) in the absence of bad faith on its part, the Agent may conclusively rely, as to limit the effect truth of Subsection (a) the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Section;Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(2c) the The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(ce) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(df) The Agent is authorized acting solely as agent for the Issuers hereunder and owes no fiduciary duties to execute and deliver the Pledge Agreement in its capacity as Agentany person by virtue of this Agreement.
Appears in 2 contracts
Sources: Unit Agreement (Aegon Funding Co LLC), Unit Agreement (Aegon Nv)
Certain Duties and Responsibilities. (a) The Purchase Contract Agent:
(1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement or the Pledge Agreement against the Purchase Contract Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Purchase Contract Agent and conforming to the requirements of this Agreement or the Pledge Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent, the Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the Pledge Agreement, as applicable.
(b) No provision of this Agreement or the Pledge Agreement shall be construed to relieve the Purchase Contract Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Georgia Pacific Corp), Purchase Contract Agreement (Georgia Pacific Corp)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that
(i) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Pledge Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2ii) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions which that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementAgreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(bc) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no The Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in number of affected Outstanding Purchase Contracts relating to the time, method and place of conducting any proceeding for any remedy available to the Agent, or exercising any power conferred upon the Agent, under this Agreement; provided that such action or omission is permitted under this Agreement.
(e) No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(cf) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(dg) The Agent is authorized acting solely as agent for the Company hereunder and owes no fiduciary duties to execute and deliver the Pledge Agreement in its capacity as Agentany person by virtue of this Agreement.
Appears in 2 contracts
Sources: Unit Agreement (Morgan Stanley Finance LLC), Unit Agreement (Morgan Stanley Capital Trust Iv)
Certain Duties and Responsibilities. (1i) The Agent undertakes to perform, with respect to the Units and Separate Capital Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2ii) in the absence of bad faith faith, willful misconduct or negligence on its part, the Agent may, with respect to the Units and Separate Capital Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith, or its own wilful willful misconduct, except that:
(1i) this Subsection paragraph (b) shall not be construed to limit the effect of Subsection paragraph (a) of this Section;
(2ii) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3iii) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement and the Remarketing Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Prudential Financial Inc), Purchase Contract Agreement (Prudential Financial Inc)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement and Pledge Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductwillful misconduct or bad faith, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Electronic Data Systems Corp /De/), Forward Purchase Contract Agreement (Cendant Corp)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that:
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent.Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement and any Remarketing Agreement entered into by the Agent to effectuate Section 5.4 hereof or Section 6.3
Appears in 2 contracts
Sources: Purchase Contract Agreement (FPL Group Trust II), Purchase Contract Agreement (FPL Group Capital Inc)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the SecuritiesUnits, the Treasury Strips and the Purchase Contracts, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) The Agent shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and, in the absence of bad faith or negligence on its part, shall not be obligated in any particular circumstance, unless a reasonably prudent person would in such circumstance, to make any investigation into the Agent mayfacts or matters stated in any resolution, with respect to the Securitiescertificate, conclusively relystatement, as to the truth of the statements and the correctness of the opinions expressed thereininstrument, upon certificates opinion, report, notice, request, direction, consent, order or opinions furnished to the Agent and conforming to the requirements of this Agreementother paper or document, but provided that in the case of any certificates or opinions which by any provision hereof are specifically required by any provisions hereof to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that:
(1) this Subsection paragraph (b) shall not be construed to limit the effect of Subsection paragraph (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Purchase Contract and Unit Agreement (Nortel Networks Corp), Purchase Contract and Unit Agreement (Nortel Networks Corp)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductmisconduct or bad faith, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Kaufman & Broad Home Corp), Purchase Contract Agreement (El Paso Corp/De)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Txu Corp /Tx/), Purchase Contract Agreement (Txu Capital Iv)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuation of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and only perform such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.. 43 38
Appears in 2 contracts
Sources: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement or the Pledge Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement or the Pledge Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the Pledge Agreement, as applicable, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductwillful misconduct or bad faith, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Duke Energy Corp), Purchase Contract Agreement (Duke Energy Corp)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Units and Separate Capital Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith faith, willful misconduct or negligence on its part, the Agent may, with respect to the Units and Separate Capital Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith, or its own wilful willful misconduct, except that:
(1) this Subsection paragraph shall not be construed to limit the effect of Subsection paragraph (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Metlife Inc), Purchase Contract Agreement (Metlife Capital Trust I)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and only perform such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection SubSection shall not be construed to limit the effect of Subsection SubSection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) the duties and obligations of the Agent with respect to the Capital Units shall be determined solely by the express provisions of this Subsection Agreement and the Agent shall not be construed to limit liable except for the effect performance of Subsection (a) of such duties and obligations as are specifically set forth in this Section;Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith on its part, the Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(c) The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no The Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in number of Outstanding Capital Units relating to the time, method and place of conducting any proceeding for any remedy available to the Agent, or exercising any power conferred upon the Agent, under this Agreement.
(e) No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(cf) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(dg) The Agent is authorized acting solely as agent for MS plc and the Corporation hereunder and owes no fiduciary duties to execute and deliver the Pledge Agreement in its capacity as Agentany person by virtue of this Agreement.
Appears in 2 contracts
Sources: Capital Unit Agreement (Morgan Stanley Group Inc /De/), Capital Unit Agreement (Morgan Stanley Group Inc /De/)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the SecuritiesUnits, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement or the Pledge Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the SecuritiesUnits, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereinin them, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement or the Pledge Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof of this Agreement are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the Pledge Agreement, as applicable.
(b) No provision of this Agreement or the Pledge Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that:
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement or the Pledge Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunderunder this Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability, as the case may be, is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement and the Pledge Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Purchase Contract Agreement (New Nisource Inc), Purchase Contract Agreement (New Nisource Inc)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the SecuritiesUnits, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the SecuritiesUnits, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement and any Remarketing Agreement entered into by the Agent to effectuate Section 5.4 hereof or Section 6.3 of the Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4
Appears in 2 contracts
Sources: Purchase Contract Agreement (Northwest Natural Gas Co), Purchase Contract Agreement (Ameren Capital Trust Ii)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default in respect of a Trust, the Trustee undertakes to perform, with respect to the Securities, perform such duties and only in respect of such duties Trust as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default in respect of a Trust has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement in respect of such Trust, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of a)of this Section;Section 7.01; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this SectionSection 7.01.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Pass Through Trust Agreement (Hawaiian Holdings Inc), Pass Through Trust Agreement (Hawaiian Holdings Inc)
Certain Duties and Responsibilities. (1a) The Neither (i) the Rights Agent undertakes nor (ii) the Shareholder Representative, the Shareholder Representative’s direct or indirect holders of Equity Interests, any individual member of the committee that comprises or controls the Shareholder Representative or, as applicable, any of their respective managers, directors, officers, employees, agents or other representatives (such Persons described in this clause (ii) in their capacities as such, the “Shareholder Representative Persons”) shall have any liability or responsibility to performany Person (A) of any kind whatsoever for or in respect of its performance of any duties imposed hereunder or for any actions taken, suffered or omitted to be taken in connection with respect to this Agreement (including, in the Securitiescase of the Rights Agent, such duties its acceptance and only such duties as are specifically set forth in administration of this Agreement and the Pledge Agreementexercise and performance of its duties hereunder), and no implied covenants (B) for any acts or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth omissions of the statements and the correctness of the opinions expressed thereinother parties hereto or (C) for damages, upon certificates losses or opinions furnished to the Agent and conforming to the requirements expenses arising out of this Agreement, but except (in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished each of the foregoing clauses) to the Agentextent of their gross negligence, bad faith or willful or intentional misconduct (each as determined by a final judgment of a court of competent jurisdiction). No Shareholder Representative Person shall have any duties, fiduciary or otherwise, under this Agreement except the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made act in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no and except as expressly set forth herein. No provision of this Agreement shall require the Rights Agent or any Shareholder Representative Person to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, hereunder or in the exercise of any of its rights or powers. For purposes of this Section 3.1 and Sections 3.2, if adequate indemnity is not provided to it.
(c) Whether 3.3 and 7.5 below, the term “Rights Agent” shall include the Rights Agent’s managers, directors, officers, employees, agents or not therein expressly so providedother representatives in their capacity as such and, every provision for the avoidance of doubt, the Rights Agent shall be liable for breaches of this Agreement relating to by the conduct Rights Agent’s managers, directors, officers, employees, agents or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Sectionother representatives.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 2 contracts
Sources: Contingent Value Rights Agreement (Steel Connect, Inc.), Contingent Value Rights Agreement (Steel Partners Holdings L.P.)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith, gross negligence or willful misconduct on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own wilful willful misconduct, except that:
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was grossly negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Great Plains Energy Inc), Purchase Contract Agreement (Great Plains Energy Inc)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent Pass Through Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductwillful misconduct or its obligations under any Operative Agreement to which it is a party, except that:
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent Pass Through Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Pass Through Trustee, unless it shall be proved that the Agent Pass Through Trustee was negligent in ascertaining the pertinent facts; and;
(3b) the Pass Through Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the Direction of the Certificateholders evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Pass Through Trust relating to the time, method and place of conducting any proceeding for any remedy available to the Pass Through Trustee, or exercising any trust or power conferred upon the Pass Through Trustee, under this Agreement;
(c) no provision of this Agreement shall require the Agent Pass Through Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.; and
(d) The Agent is authorized to execute the Pass Through Trustee undertakes and deliver shall be liable for the Pledge Agreement performance of such duties and obligations as are specifically set forth in its capacity as Agentthis Agreement.
Appears in 2 contracts
Sources: Pass Through Trust Agreement (Royal Ahold), Pass Through Trust Agreement (Royal Ahold)
Certain Duties and Responsibilities. (1i) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and those duties which relate to the Agent in the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2ii) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of mathematical calculations stated therein).
(iii) In case an Event of Default has occurred and is continuing, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1i) this Subsection subsection shall not be construed to limit the effect of Subsection (aSubsection(a) of this Section;
(2ii) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3iii) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Purchase Contract Agreement (Sunamerica Capital Trust Vi)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that:
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) and in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, Agreement but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementAgreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent factsfacts or making such judgment; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductmisconduct or bad faith, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Purchase Contract Agreement (Kansas City Southern Industries Inc)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith, gross negligence or willful misconduct on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was grossly negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4.
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Agent Except during the continuation of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and only perform such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.. 193 38
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4
Appears in 1 contract
Sources: Purchase Contract Agreement (FPL Group Capital Inc)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to Except during the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) continuance of an Event of Default: in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent Trustee and conforming to the requirements of this AgreementIndenture; provided, but that in the case of any such certificates or opinions which that by any provision hereof are specifically required to be furnished to the AgentTrustee, the Agent Trustee shall be under a duty to examine the same to determine whether or not they substantially conform on their face to the requirements of this Agreement.
Indenture. If an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall, prior to the receipt of directions, if any, from the Holders of at least a majority in aggregate principal amount of the Outstanding Securities (b) No provision or, if applicable, from the holders of a majority in aggregate Liquidation Amount of the Preferred Securities), exercise such of the rights and powers vested in it by this Agreement shall be construed to relieve Indenture, and use the Agent from liability for same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own negligent actionaffairs. Notwithstanding the foregoing, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement Indenture shall require the Agent Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.against such risk or
Appears in 1 contract
Sources: Junior Subordinated Indenture (Vision Bancshares Inc)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) and in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, 49 45 conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Stock Purchase Contract Agreement (Ccci Capital Trust Iii)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful wilfull misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Purchase Contract Agreement (Kennametal Financing I)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the SecuritiesUnits, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith faith, willful misconduct or negligence on its part, the Agent may, with respect to the SecuritiesUnits, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith, or its own wilful willful misconduct, except that:
(1) this Subsection paragraph shall not be construed to limit the effect of Subsection paragraph (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Purchase Contract Agreement (Metlife Capital Trust I)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(i) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Pledge Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2ii) in In the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions which that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(bc) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no The Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in number of affected Outstanding Purchase Contracts relating to the time, method and place of conducting any proceeding for any remedy available to the Agent, or exercising any power conferred upon the Agent, under this Agreement.
(e) No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(cf) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(dg) The Agent is authorized acting solely as agent for the Corporation hereunder and owes no fiduciary duties to execute and deliver the Pledge Agreement in its capacity as Agentany person by virtue of this Agreement.
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that
(i) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Pledge AgreementUnits and the Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and in the Units, and no implied covenants or obligations shall be read into this Agreement or the Units against the Agent; and
(2ii) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, Agreement or the Units but in the case of any such statements, certificates or opinions which that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementAgreement or the Units, as applicable.
(bc) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no No provision of this Agreement or the Units shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(ce) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(df) The Agent is authorized acting solely as agent for the Company hereunder and owes no fiduciary duties to execute any person by virtue of this Agreement.
(g) In no event shall the Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether it has been advised of the likelihood of such loss or damage and deliver regardless of the Pledge form of action.
(h) In no event shall the Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement in or the Units arising out of or caused by, directly or indirectly, forces beyond its capacity as reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and, provided such events are beyond the reasonable control of the Agent, interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.
Appears in 1 contract
Sources: Unit Agreement (Morgan Stanley)
Certain Duties and Responsibilities. (1a) The Agent undertakes Agent:
(i) shall be obligated solely to perform, with respect to take the Securities, such duties and only such duties as are actions specifically set forth in this Agreement and without negligence or bad faith;
(ii) shall have no obligation to become involved in a lawsuit or other proceeding related to the Pledge Agreement, and no implied covenants Units or obligations shall be read into this Agreement against on the Agentbehalf of the Holders or any other Persons; and
(2iii) in the absence of bad faith or negligence on its part, the Agent may, with respect to the SecuritiesUnits or Preference Shares, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own bad faith, its own negligent action, its own negligent failure to act, act or its own wilful willful misconduct, except that:
(1i) this Subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section;
(2ii) the Agent shall not be liable for failing to perform its obligations under this Agreement if the Agent is prevented or delayed by law or circumstances beyond the control of the Agent;
(iii) the Agent shall not be liable for any error damages resulting from the exercise of judgment made its discretion in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent factsas permitted under this Agreement; and
(3iv) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Master Agency Agreement (Chartered Semiconductor Manufacturing LTD)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) and in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Stock Purchase Contract Agreement (CCC Capital Trust Ii)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith, negligence or willful misconduct on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4.
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Subsection Agreement and the Agent shall not be construed to limit liable except for the effect performance of Subsection (a) of such duties and obligations as are specifically set forth in this Section;Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith on its part, the Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(c) The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no The Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in number of affected Outstanding Purchase Contracts relating to the time, method and place of conducting any proceeding for any remedy available to the Agent, or exercising any power conferred upon the Agent, under this Agreement.
(e) No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(cf) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(dg) The Agent is authorized acting solely as agent for the Corporation hereunder and owes no fiduciary duties to execute and deliver the Pledge Agreement in its capacity as Agentany person by virtue of this Agreement.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection Sub-Section shall not be construed to limit the effect of Subsection Sub-Section (aA) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Purchase Contract Agreement (Financial Security Assurance Holdings LTD/Ny/)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement and any Remarketing Agreement entered into by the Agent to effectuate Section 5.4 hereof or Section 6.3 of the Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4
Appears in 1 contract
Sources: Purchase Contract Agreement (FPL Group Capital Inc)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and only perform such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection SubSection shall not be construed to limit the effect of Subsection SubSection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section. 44 -39- Section 7.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1i) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Subsection Agreement and the Agent shall not be construed liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(ii) in the absence of bad faith on its part, the Agent may conclusively rely, as to limit the effect truth of Subsection (a) the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Section;Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(2c) the The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(ce) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(df) The Agent is authorized acting solely as agent for TPG hereunder and owes no fiduciary duties to execute and deliver the Pledge Agreement in its capacity as Agentany person by virtue of this Agreement.
Appears in 1 contract
Sources: Unit Agreement (TPG Nv)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement or the Pledge Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement or the Pledge Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the Pledge Agreement, as applicable, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductmisconduct or bad faith, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1i) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and those duties which relate to the Agent in the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and;
(2ii) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of mathematical calculations stated therein); and
(iii) in case of a Bankruptcy Event, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
that (1i) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
. 61 67 (d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default in respect of a Trust, the Trustee undertakes to perform, with respect to the Securities, perform such duties and only in respect of such duties Trust as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default in respect of a Trust has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement in respect of such Trust, and 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.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of a)of this Section;Section 7.01; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.this
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, ' if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The ------------------------------------ Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductmisconduct or bad faith, except that:
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved by a court of competent jurisdiction that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement and Pledge Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductwillful misconduct or bad faith, except that:
(1) this Subsection Section 7.1(b) shall not be construed to limit the effect of Subsection (a) of this SectionSection 7.1(a);
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized and directed to execute and deliver the Pledge Agreement in its capacity as AgentAgent and to perform its duties and obligations thereunder.
Appears in 1 contract
Sources: Purchase Contract Agreement (St Paul Companies Inc /Mn/)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the SecuritiesUnits, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement or the Pledge Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the SecuritiesUnits, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed thereinin them, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement or the Pledge Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof of this Agreement are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the Pledge Agreement, as applicable.
(b) No provision of this Agreement or the Pledge Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that:
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement or the Pledge Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunderunder this Agreement, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement and the Pledge Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that
(i) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Pledge AgreementUnits and the Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and in the Units, and no implied covenants or obligations shall be read into this Agreement or the Units against the Agent; and
(2ii) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, Agreement or the Units but in the case of any such statements, certificates or opinions which that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementAgreement or the Units, as applicable (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(bc) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no No provision of this Agreement or the Units shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(ce) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(df) The Agent is authorized acting solely as agent for the Company hereunder and owes no fiduciary duties to execute any person by virtue of this Agreement.
(g) In no event shall the Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether it has been advised of the likelihood of such loss or damage and deliver regardless of the Pledge form of action.
(h) In no event shall the Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement in or the Units arising out of or caused by, directly or indirectly, forces beyond its capacity as reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and, provided such events are beyond the reasonable control of the Agent, interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, (1) The Agent the Trustee undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement and the Pledge AgreementIndenture, and no implied covenants or obligations shall be read into this Agreement Indenture against the AgentTrustee; and
and (2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent Trustee and conforming to the requirements of this Agreement, Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the AgentTrustee, the Agent Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementIndenture.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and 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.
(c) No provision of this Agreement Indenture shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
that (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to itSection 9.01.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent Except during the continuance of an Event of Default,
(A) the Trustee undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement Indenture and as required by the Pledge AgreementTrust Indenture Act, and no implied covenants or obligations shall be read into this Agreement Indenture against the AgentTrustee; and
(2B) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent Trustee and conforming to the requirements of this Agreement, Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the AgentTrustee, the Agent Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementIndenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) In case an Event of Default has occurred and is continuing, the Agent Trustee shall not be liable for any error exercise such of judgment made the rights and powers vested in good faith it by this Indenture, and use the same degree of care and skill in their exercise, as a Responsible Officer, unless it shall be proved that prudent person would exercise or use under the Agent was negligent circumstances in ascertaining the pertinent facts; andconduct of his or her own affairs.
(3) In no provision of this Agreement event shall require the Agent to expend Trustee be responsible or risk its own funds liable for special, indirect, or otherwise incur any financial liability in the performance consequential loss or damage of any kind whatsoever (including, but not limited to, loss of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.profit)
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement. 44
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(i) the duties and obligations of the Agent with respect to the Units shall be determined solely by the express provisions of this Agreement and the Pledge Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2ii) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions which that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(bc) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the The Agent shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Agent, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and.
(3d) no The Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in number of affected Outstanding Purchase Contracts relating to the time, method and place of conducting any proceeding for any remedy available to the Agent, or exercising any power conferred upon the Agent, under this Agreement.
(e) No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(cf) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(dg) The Agent is authorized acting solely as agent for the Corporation hereunder and owes no fiduciary duties to execute and deliver the Pledge Agreement in its capacity as Agentany person by virtue of this Agreement.
Appears in 1 contract
Sources: Unit Agreement (Morgan Stanley)
Certain Duties and Responsibilities. The Fiscal Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights of Holders of Notes are subject:
(1) In acting under this Agreement and in connection with the Notes, the Fiscal Agent is acting solely as an agent of the Company and does not assume any responsibility for the correctness of the recitals in the Notes (except for the correctness of the statement of the Fiscal Agent in its certificate of authentication thereon) or any obligation or relationship of agency, for or with any of the owners or Holders of the Notes.
(2) The Fiscal Agent undertakes to performmay consult with its counsel at the Company’s expense, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by them hereunder in good faith and without negligence and in accordance with respect such opinion.
(3) The Fiscal Agent shall (except as ordered by a court of competent jurisdiction or as required by any applicable law), notwithstanding any notice to the Securitiescontrary, be entitled to treat the Holder of any Security as the owner thereof, shall not be liable for so doing and shall be indemnified and held harmless by the Company against any loss, liability, claim, demand or expense arising from or based upon it so doing.
(4) Except as may otherwise be agreed, the Fiscal Agent shall not be under any liability for interest on monies at any time received by it pursuant to any of the provisions of this Agreement or of the Notes.
(5) The duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreement and the Notes and the Fiscal Agent shall not be liable except for the performance of such duties and only such duties obligations as are specifically set forth in this Agreement and the Pledge AgreementNotes, and no implied covenants or obligations shall be read into this Agreement or the Notes against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Fiscal Agent.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Takeda Pharmaceutical Co LTD)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement..
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4
Appears in 1 contract
Sources: Purchase Contract Agreement (Texas Utilities Co /Tx/)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4. 53
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the SecuritiesUnits and Separate Debentures, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith faith, willful misconduct or negligence on its part, the Agent may, with respect to the SecuritiesUnits and Separate Debentures, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith, or its own wilful willful misconduct, except that:
(1) this Subsection paragraph (b) shall not be construed to limit the effect of Subsection paragraph (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants cove- 49 58 nants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the SecuritiesUnits and Separate Notes, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith faith, willful misconduct or negligence on its part, the Agent may, with respect to the SecuritiesUnits and Separate Notes, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, its own bad faith, or its own wilful willful misconduct, except that:
(1) this Subsection paragraph (b) shall not be construed to limit the effect of Subsection paragraph (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement and Pledge Agreement against the Agent; and
(21) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductwillful misconduct or bad faith, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c4) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d5) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Purchase Contract Agreement (Gabelli Asset Management Inc)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) and in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2ii) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3iii) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of of\ any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Purchase Contract Agreement (Providian Financing Iv)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductmisconduct or bad faith, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the 63 69 performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default,
(1) The Agent the Trustee undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement and the Pledge AgreementIndenture, and no implied covenants or obligations shall be read into this Agreement Indenture against the AgentTrustee; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent Trustee and conforming to the requirements of this Agreement, Indenture; but in the case of any such certificates or opinions which that by any provision hereof are specifically required to be furnished to the AgentTrustee, the Agent Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementIndenture.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and 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.
(c) No provision of this Agreement Indenture shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
that 39 48 (1) this Subsection subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Indenture (Times Mirror Co /New/)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and only perform such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except thatthat 47
(1) this Subsection shall not be construed to limit the effect of Subsection subsection (a) of this Section;
; and (2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Pass Through Trust Agreement (CMS Energy X Tras Pass Through Trust I)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) and in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, 45 conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Stock Purchase Contract Agreement (Heftel Capital Trust Ii)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default in respect of the Trusts of a class, the Trustee undertakes to perform, with respect to the Securities, perform such duties and only in respect of such duties Trusts as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) If an Event of Default in respect of any Trust has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement in respect of such Trust, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;Section 7.01(a); and
(2ii) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this SectionSection 7.01.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Pass Through Trust Agreement (United Air Lines Inc)
Certain Duties and Responsibilities. (a) Prior to a Default and after the curing or waiving of all such Defaults that may have occurred,
(1) The the Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of the Agent, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, ; but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute execute, deliver and deliver perform the Pledge Agreement in its capacity as Agent and to grant the Pledge. The Agent shall be entitled to all of the rights, privileges, immunities and indemnities contained in this Agreement with respect to any duties of the Agent under, or actions taken by the Agent pursuant to, such Pledge Agreement.
(e) In case a Default has occurred (that has not been cured or waived), and is actually known by a Responsible Officer of the Agent, the Agent shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(f) At the request of the Company, the Agent is authorized to execute and deliver one or more Remarketing Agreements to, among other things, effectuate Section 5.4
Appears in 1 contract
Sources: Purchase Contract Agreement (Texas Utilities Co /Tx/)
Certain Duties and Responsibilities. (1) The Agent undertakes to performduties, with respect to responsibilities, rights, benefits and protections of the Securities, such duties and only such duties Trustee shall be as are specifically set forth in this Agreement Indenture and the Pledge Agreement, Trust Indenture Act and no implied covenants or obligations shall be read into this Agreement Indenture against the Agent; and
(2) Trustee. If an Event of Default has occurred and is continuing and a Responsible Officer has received written notification thereof, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the absence conduct of bad faith or negligence on its partsuch Person’s own affairs. Notwithstanding the foregoing, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement Indenture shall require the Agent Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, powers if it shall have reasonable grounds for believing that repayment of such funds or adequate security and/or indemnity against such risk or liability is not provided assured to it.
(c) . Whether or not therein herein expressly so provided, every provision of this Agreement Indenture relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this SectionSection 6.01. The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the requisite amount of Holders or exercising any trust or power conferred upon the Trustee under this Indenture.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Unit Agent undertakes to perform, with respect to the SecuritiesUnits, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Unit Agent; and
(2i) in the absence of bad faith or negligence on its part, the Unit Agent may, with respect to the SecuritiesUnits, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Unit Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Unit Agent, the Unit Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Unit Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2ii) the Unit Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Unit Agent was negligent in ascertaining the pertinent facts; and
(3iii) no provision of this Agreement shall require the Unit Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Unit Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and only perform such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.. 44 -39-
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to 60 68 the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Certain Duties and Responsibilities. (1) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the The Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations stated therein.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconductwillful misconduct or bad faith, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Purchase Contract Agreement (Electronic Data Systems Corp /De/)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default, the Trustee undertakes to perform, with respect to the Securities, such duties and only perform such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1) this Subsection SubSection shall not be construed to limit the effect of Subsection SubSection (a) of this Section;; and
(2) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.. 259 -39-
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Certain Duties and Responsibilities. (1a) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement and the Pledge Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and
(2) and in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not provided reasonably assured to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Stock Purchase Contract Agreement (Radio One Licenses LLC)
Certain Duties and Responsibilities. (1a) The Agent Book-Entry Depositary shall act only as a custodian and bailee for hire under this Agreement and not in any other fiduciary capacity. Accordingly, the Book-Entry Depositary undertakes to perform, with respect to the Securities, perform such duties and only such duties as are specifically set forth in this Agreement. No implied duties, covenants or liabilities shall be read against the Book-Entry Depositary.
(b) No provision of this Agreement shall be construed to relieve the Book-Entry Depositary from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(i) the duties and obligations of the Book-Entry Depositary with respect to the CDIs and the Pledge Global Notes shall be determined solely by the express provisions of this Agreement. The Book-Entry Depositary shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; andBook-Entry Depositary;
(2ii) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, Book-Entry Depositary may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Agent and conforming to the requirements of this AgreementBook-Entry Depositary, but in the case of any such statements, certificates or opinions which that by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that
(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
(2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.Book-Entry
Appears in 1 contract
Sources: Deposit Agreement (Aerco LTD)
Certain Duties and Responsibilities. (1a) The Agent Except during the continuance of an Event of Default in respect of a Trust, the Trustee undertakes to perform, with respect to the Securities, perform such duties and only in respect of such duties Trusts as are specifically set forth in this Agreement, any applicable Intercreditor Agreement and the Pledge AgreementNote Documents, and no implied covenants or obligations shall be read into this Agreement such agreements against the Agent; and
(2) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this AgreementTrustee.
(b) If an Event of Default in respect of a Trust has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement in respect of such Trust, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs.
(c) No provision of this Agreement shall be construed to relieve the Agent Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful willful misconduct, except that
(1i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;Section 7.01(a); and
(2ii) the Agent Trustee shall not be liable for any error of judgment made in good faith by a Responsible OfficerOfficer of the Trustee, unless it shall be proved that the Agent Trustee was negligent in ascertaining the pertinent facts; and
(3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.
(cd) Whether or not therein herein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Agent Trustee shall be subject to the provisions of this SectionSection 7.01.
(d) The Agent is authorized to execute and deliver the Pledge Agreement in its capacity as Agent.
Appears in 1 contract
Sources: Pass Through Trust Agreement (United Air Lines Inc)