Trust Establishment Sample Clauses

Trust Establishment. Upon the Indemnitee’s written request after a Control Change, the Company will create a trust for the Indemnitee’s benefit (the “Trust”). From time to time upon the Indemnitee’s written request, the Company will fund the Trust in an amount sufficient to satisfy any and all Expenses that are reasonably anticipated to be paid or incurred, at the time of each such request, in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The Reviewing Party will determine the amount or amounts that will be deposited in the Trust under the foregoing funding obligation. The Trust terms will provide that (a) the Trust will not be revoked and the Trust principal will not be invaded without the Indemnitee’s written consent; (b) the Trust’s trustee (the “Trustee”) will advance, within 10 business days after the Indemnitee’s written request, any and all Expenses to the Indemnitee (but the Indemnitee agrees to reimburse the Trust under the same circumstances under which the Indemnitee would be required to reimburse the Company under Section 2(d)); (c) the Company will continue to fund the Trust according to the funding obligation described above; (d) the Trustee will promptly pay to the Indemnitee all amounts for which the Indemnitee will be entitled to indemnification under this Agreement or otherwise; and (e) all unexpended funds in the Trust will revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under this Agreement’s terms. The Indemnitee will be entitled to choose the Trustee. Nothing in this Section 7 will relieve the Company of any of the Company’s obligations under this Agreement, under any other agreement or instrument, under any Charter Document, or under applicable law. For federal, state, local, and foreign tax purposes, the Company will report as Company income all income earned on the Trust assets. The Company will pay all costs of establishing and maintaining the Trust, and the Company will indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the Trust’s establishment and maintenance.
Sample 1
AutoNDA by SimpleDocs
Trust Establishment. .. Revocable Living (Grantor) Trusts ---------------------------------
Sample 1
Trust Establishment. ☐ Parent ☐ Attorney-in-Fact ☐ Beneficiary ☐ Grandparent ☐ Guardian ☐ Court
Sample 1
Trust Establishment 
Sample 1Sample 2

Related to Trust Establishment

  • Trust Estate The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) the Trust Accounts, Recoveries, any Custodial Account, any Escrow Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Sale Agreement (f) the Servicing Agreements and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

  • Establishment of Trust Account The Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trust an Eligible Deposit Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Depositor on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an affiliate thereof) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account.

  • The Trust Estate The Depositor hereby assigns, transfers, conveys and sets over to the Trustee the sum of $10.00. The Trustee hereby acknowledges receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate. The Trustee hereby declares that it will hold the trust estate in trust for the Depositor. It is the intention of the parties hereto that the Trust created hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq. (the "Business Trust Act"), and that this document constitute the governing instrument of the Trust. The Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Business Trust Act.

  • Establishment of Trust Accounts (a) (i) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.

  • Establishment of Reserve Account Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain in its corporate trust department, a segregated trust account that is an Eligible Deposit Account and that is a “securities account” as that term is defined in Section 8-501(a) of the UCC in the name of Secured Party and under the sole dominion and control of Secured Party, designated as “Toyota Auto Receivables 20[__]-[_] Owner Trust Reserve Account.” Securities Intermediary hereby undertakes to treat Secured Party as the person entitled to exercise the rights that comprise any Financial Asset credited to the Reserve Account. Secured Party and Pledgor agree that this account shall be the Reserve Account.

  • Establishment On and after the Closing Date, the Indenture Trustee will maintain the Bank Accounts established by the Servicer under Section 4.1 of the Sale and Servicing Agreement.

  • Establishment of the Trust The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as “Deutsche Alt-A Securities, Mortgage Loan Trust, Series 2006-AR2” and does hereby appoint HSBC Bank USA, National Association as Trustee in accordance with the provisions of this Agreement.

  • Optional Preservation of the Trust Estate If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof, in accordance with Sections 3.01 and 8.03. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

Time is Money Join Law Insider Premium to draft better contracts faster.