Common use of Funding of Trust Clause in Contracts

Funding of Trust. Upon the earlier of the tenth business day following (i) the filing of any action for which indemnification is called for hereunder or (ii) the failure of Southwest to reimburse amounts as required hereunder, Southwest shall (A) establish a valid trust under the law of the State of Oklahoma and qualifying as a "Rabbi Trust" for federal income tax purposes with an independent trustee that has or may be granted corporate trust powers under Oklahoma law, (B) deposit in such trust the sum of $100,000, and (C) provide the trustee of the trust with a written direction to hold said amount and any investment return thereon in a segregated account, and to pay such amounts as demanded by Indemnitee from the trust upon written demand from Indemnitee stating the amount of the payment demanded from the trust and the basis for his rights to such payment hereunder; provided that Southwest shall not be required hereby to create, and shall not create, any such trust by reason of a claim for indemnification of liabilities, fines, or penalties prohibited by Section 19 of this Agreement. Southwest shall restore the balance therein within two business days following notice from the Trustee of payments therefrom so that that the total amount held in such trust is at least $100,000. Upon the earlier of the final judgment or binding settlement of any and all such claims for which indemnification is then called for hereunder, the trustee of the trust shall pay to Southwest, as applicable, the entire balance remaining in the trust. Payments from the trust to Indemnitee shall be considered payments made by Southwest for purposes of this Agreement. Payment of such amounts to Indemnitee from the trust, however, shall not relieve Southwest from any obligation to pay amounts in excess of those paid from the trust, or from any obligation to take actions or refrain from taking actions otherwise required by this Agreement. Indemnitee's rights under this Agreement shall be those of a general, unsecured creditor, and he shall have no claim against the assets of the trust, and the assets of the trust shall remain subject to the claims of creditors of Southwest.

Funding of Trust. Upon the earlier of the tenth business day following (i) the filing of any action for which indemnification is called for hereunder or (ii) the failure of Southwest to reimburse amounts as required hereunder, Southwest shall (A) establish a valid trust under the law of the State of Oklahoma and qualifying as a "“Rabbi Trust" ” for federal income tax purposes with an independent trustee that has or may be granted corporate trust powers under Oklahoma law, (B) deposit in such trust the sum of $100,000, and (C) provide the trustee of the trust with a written direction to hold said amount and any investment return thereon in a segregated account, and to pay such amounts as demanded by Indemnitee from the trust upon written demand from Indemnitee stating the amount of the payment demanded from the trust and the basis for his rights to such payment hereunder; provided that Southwest shall not be required hereby to create, and shall not create, any such trust by reason of a claim for indemnification of liabilities, fines, or penalties prohibited by Section 19 of this Agreement. Southwest shall restore the balance therein within two business days following notice from the Trustee of payments therefrom so that that the total amount held in such trust is at least $100,000. Upon the earlier of the final judgment or binding settlement of any and all such claims for which indemnification is then called for hereunder, the trustee of the trust shall pay to Southwest, as applicable, the entire balance remaining in the trust. Payments from the trust to Indemnitee shall be considered payments made by Southwest for purposes of this Agreement. Payment of such amounts to Indemnitee from the trust, however, shall not relieve Southwest from any obligation to pay amounts in excess of those paid from the trust, or from any obligation to take actions or refrain from taking actions otherwise required by this Agreement. Indemnitee's rights under this Agreement shall be those of a general, unsecured creditor, and he shall have no claim against the assets of the trust, and the assets of the trust shall remain subject to the claims of creditors of Southwest.

Funding of Trust. Upon the earlier of the tenth business day following (i) the filing of any action for which indemnification is called for hereunder or (ii) the failure of Southwest to reimburse amounts as required hereunder, Southwest shall (A) establish a valid trust under the law of the State of Oklahoma and qualifying as a "“Rabbi Trust" ” for federal income tax purposes with an independent trustee that has or may be granted corporate trust powers under Oklahoma law, (B) deposit in such trust the sum of $100,000, and (C) provide the trustee of the trust with a written direction to hold said amount and any investment return thereon in a segregated account, and to pay such amounts as demanded by Indemnitee Mx. Xxxxxxxx from the trust upon written demand from Indemnitee Mx. Xxxxxxxx stating the amount of the payment demanded from the trust and the basis for his rights to such payment hereunder; provided that Southwest shall not be required hereby to create, and shall not create, any such trust by reason of a claim for indemnification of liabilities, fines, or penalties prohibited by Section 19 of this Agreement. Southwest shall restore the balance therein within two business days following notice from the Trustee of payments therefrom so that that the total amount held in such trust is at least $100,000. Upon the earlier of the final judgment judgement or binding settlement of any and all such claims for which indemnification is then called for hereunder, the trustee of the trust shall pay to Southwest, as applicable, the entire balance remaining in the trust. Payments from the trust to Indemnitee Mx. Xxxxxxxx shall be considered payments made by Southwest for purposes of this Agreement. Payment of such amounts to Indemnitee Mx. Xxxxxxxx from the trust, however, shall not relieve Southwest from any obligation to pay amounts in excess of those paid from the trust, or from any obligation to take actions or refrain from taking actions otherwise required by this Agreement. Indemnitee's Mx. Xxxxxxxx ‘s rights under this Agreement shall be those of a general, unsecured creditor, and he shall have no claim against the assets of the trust, and the assets of the trust shall remain subject to the claims of creditors of Southwest.