Common use of Experts, Advisers and Agents Clause in Contracts

Experts, Advisers and Agents. In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by applicable law or as the Trustee may reasonably require by written notice to the Corporation. In the exercise of its rights and duties hereunder, the Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Trustee pursuant to a request of the Trustee, provided that the Trustee examines the same and determines that such evidence complies with applicable law and with the applicable requirements of this Indenture. Whenever it is provided in this Indenture or under applicable law that the Corporation shall deposit with the Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Trustee take the action to be based thereon. The Trustee may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or gross negligence on the part of any such experts or advisers who have been appointed with due care by the Trustee. The Corporation shall pay or reimburse the Trustee for any reasonable fees, expenses and disbursements of such counsel or advisors. The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice, whether retained or employed by the Corporation or by the Trustee, in relation to any matter arising in the administration of the agency hereof. The Trustee may employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation. Whenever applicable law requires that evidence referred to in Section 13.5 be in the form of a certificate, the Trustee may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant Secretary or Assistant Treasurer of the Corporation.

Experts, Advisers and Agents. In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by applicable law or as the Trustee may reasonably require by written notice to the Corporation. In the exercise of its rights and duties hereunder, the The Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Trustee pursuant to a request of the Trustee, provided that the Trustee examines the same and determines that such evidence complies with applicable law and with the applicable requirements of this Indenture. Whenever it is provided in this Indenture or under applicable law that the Corporation shall deposit with the Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Trustee take the action to be based thereon. The Trustee may : (a) employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or gross negligence on the part of any such experts or advisers who have been appointed with due care by the Trustee. The Corporation shall pay or reimburse the Trustee for any reasonable fees, expenses and disbursements of such counsel or advisors. The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselsolicitor, accountantauditor, appraiservaluer, engineer engineer, surveyor, appraiser or other expert expert, whether obtained by the Trustee or adviserby the Corporation, or otherwise, in relation to any matter arising in the administration of hereof, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice, whether retained advice and shall not be responsible for any misconduct on the part of any of them or employed for any loss occasioned by the Corporation so acting unless such action was taken in bad faith or by the Trustee, in relation to any matter arising in the administration of the agency hereofsuch action constitutes negligence or willful misconduct. The Trustee may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid. The reasonable costs of such services shall be added to and become part of the Trustee’s remuneration hereunder; and (b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation. Whenever applicable law requires that evidence referred to in Section 13.5 be in the form of a certificate, the Trustee may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant Secretary or Assistant Treasurer of the Corporation.

Experts, Advisers and Agents. In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by applicable law or as the Trustee may reasonably require by written notice to the Corporation. In the exercise of its rights and duties hereunder, the ‌ The Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Trustee pursuant to a request of the Trustee, provided that the Trustee examines the same and determines that such evidence complies with applicable law and with the applicable requirements of this Indenture. Whenever it is provided in this Indenture or under applicable law that the Corporation shall deposit with the Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Trustee take the action to be based thereon. The Trustee may : (a) employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or gross negligence on the part of any such experts or advisers who have been appointed with due care by the Trustee. The Corporation shall pay or reimburse the Trustee for any reasonable fees, expenses and disbursements of such counsel or advisors. The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselsolicitor, accountantauditor, appraiservaluer, engineer engineer, surveyor, appraiser or other expert expert, whether obtained by the Trustee or adviserby the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice, whether retained advice and may pay proper and reasonable compensation for all such legal and other advice or employed by assistance as aforesaid and shall not be responsible for the Corporation negligent actions or by misconduct of such parties. The reasonable costs of such services shall be added to and become part of the Trustee, in relation to any matter arising in the administration of the agency hereof. The Trustee may ’s remuneration hereunder; and (b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and may rely and act upon the advice of such agents and assistants and shall not be responsible for the negligent actions or misconduct of such parties and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation. Whenever applicable law requires that evidence referred to in Section 13.5 be in the form of a certificate, The Corporation shall pay or reimburse the Trustee may accept for any reasonable fees, expenses and disbursements of such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board agents and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant Secretary or Assistant Treasurer of the Corporationassistants.

Experts, Advisers and Agents. In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by applicable law or as the Trustee may reasonably require by written notice to the Corporation. In the exercise of its rights and duties hereunder, the The Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Trustee pursuant to a request of the Trustee, provided that the Trustee examines the same and determines that such evidence complies with applicable law and with the applicable requirements of this Indenture. Whenever it is provided in this Indenture or under applicable law that the Corporation shall deposit with the Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Trustee take the action to be based thereon. The Trustee may : (a) employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or gross negligence on the part of any such experts or advisers who have been appointed with due care by the Trustee. The Corporation shall pay or reimburse the Trustee for any reasonable fees, expenses and disbursements of such counsel or advisors. The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counselsolicitor, accountantauditor, appraiservaluer, engineer engineer, surveyor, appraiser or other expert expert, whether obtained by the Trustee or adviserby the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice, whether retained advice and may pay proper and reasonable compensation for all such legal and other advice or employed by the Corporation or by assistance as aforesaid. The reasonable costs of such services shall be added to and become part of the Trustee, in relation to any matter arising in the administration of the agency hereof. The Trustee may ’s remuneration hereunder; (b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation. Whenever applicable law requires that evidence referred ; and (c) act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Trustee, in relation to in Section 13.5 be any matter arising in the form of a certificate, the Trustee may accept such statutory declaration in lieu of a certificate administration of the Corporation required by any provision agency hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant Secretary or Assistant Treasurer of the Corporation.

Experts, Advisers and Agents. (1) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by applicable law Applicable Legislation or as the Trustee may reasonably require by written notice to the Corporation. . (2) In the exercise of its rights and duties hereunder, the Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Trustee pursuant to a request of the Trustee, provided that the Trustee examines the same and determines that such evidence complies with applicable law Applicable Legislation and with the applicable requirements of this Indenture. . (3) Whenever it is provided in this Indenture or under applicable law Applicable Legislation that the Corporation shall deposit with the Trustee resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Trustee take the action to be based thereon. . (4) The Trustee may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or gross negligence on the part of any such experts or advisers who have been appointed with due care by the Trustee. The Corporation shall pay or reimburse the Trustee for any reasonable fees, expenses and disbursements of such counsel or advisors. . (5) The Trustee may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice, whether retained or employed by the Corporation or by the Trustee, in relation to any matter arising in the administration of the agency hereof. . (6) The Trustee may employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation. . (7) Whenever applicable law Applicable Legislation requires that evidence referred to in Section 13.5 be in the form of a certificate, the Trustee may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant Secretary or Assistant Treasurer directors of the Corporation.