Common use of Payment Upon Determination of Entitlement Clause in Contracts

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertaking). If such payment is not made when due, the Trustee shall be entitled to adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdiction. The Trustee shall commence any proceeding seeking adjudication within 60 days following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertakingundertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to adjudication of the Trustee’s 's entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdiction. The Trustee shall commence any proceeding seeking adjudication within 60 days following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertakingundertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdiction. The Trustee shall commence any proceeding seeking adjudication within 60 days following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 1 or 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 5 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) 30 days after such determination (and, in the case of advancements of further Expenses, within ten (10) 30 days after submission of supporting information, including the required undertakingundertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to an adjudication in an appropriate court of The Commonwealth of Massachusetts, or in any other court of competent jurisdiction, of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdictionadvancement. The Trustee shall commence any proceeding seeking such adjudication within 60 days one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancementsadvancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements advancement under applicable law law, or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 1 or Section 3 2 (or is deemed to be made pursuant to paragraph (c) of this Section 6 and, in the case of advancement of Expenses, the other conditions are satisfied5) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertakingundertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to an adjudication in an appropriate court of The Commonwealth of Massachusetts, or in any other court of competent jurisdiction, of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdictionadvancement. The Trustee shall commence any proceeding seeking such adjudication within 60 days one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancementsadvancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her the Trustee’s statement not materially misleading, in connection with the request for indemnification or advancements, advancements or (ii) a prohibition of such indemnification or advancements advancement under applicable law or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfiedlaw.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 1 or 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 5 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or owing to the Trustee shall be made within 30 days after such determination and payment of any advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) 30 days after submission of supporting information, including the required undertaking)undertaking and evidence of any required security. If such payment is not made when due, the Trustee shall be entitled to an adjudication in an appropriate court of the Commonwealth of Massachusetts, or in any other court of competent jurisdiction, of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdictionadvancement. The Trustee shall commence any proceeding seeking such adjudication within 60 days one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancementsadvancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements advancement under applicable law law, or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 1 or Section 3 2 (or is deemed to be made pursuant to paragraph (c) of this Section 6 5 and, in the case of advancement of Expenses, the other conditions thereof are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertakingaffirmation, undertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to an adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware New York, or in any other court of competent jurisdiction, of the Trustee's entitlement to such indemnification or advancements. The Trustee shall commence any proceeding seeking adjudication within 60 days one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series Fund shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law law, or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 1 or 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 5 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) 30 days after such determination (and, in the case of advancements of further Expenses, within ten (10) 30 days after submission of supporting information, including the required undertakingundertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to an adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State The Commonwealth of Delaware Massachusetts, or in any other court of competent jurisdiction, of the Trustee's entitlement to such indemnification or advancement. The Trustee shall commence any proceeding seeking such adjudication within 60 days one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series Fund shall be bound by the determination that the Trustee is entitled to indemnification or advancementsadvancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements advancement under applicable law law, or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 1 or Section 3 2 (or is deemed to be made pursuant to paragraph (c) of this Section 6 5 and, in the case of advancement of Expenses, the other conditions thereof are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertakingaffirmation, undertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to an adjudication in an appropriate court of The Commonwealth of Massachusetts, or in any other court of competent jurisdiction, of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdictionadvancements. The Trustee shall commence any proceeding seeking adjudication within 60 days one year following the date on which he or she the Trustee first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the relevant Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her the Trustee’s statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law or law, (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which security that has not been satisfied, or (iv) a subsequent Final adjudication or, in a matter disposed of without a Final adjudication, determination pursuant to subsection (b) of Section 1 that the Trustee is not entitled to indemnification under this Agreement.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 1 or 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 5 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) 30 days after such determination (and, in the case of advancements of further Expenses, within ten (10) 30 days after submission of supporting information, including the required undertakingundertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to an adjudication in an appropriate court of The Commonwealth of Massachusetts, or in any other court of competent jurisdiction, of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdictionadvancement. The Trustee shall commence any proceeding seeking such adjudication within 60 days one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series Fund shall be bound by the determination that the Trustee is entitled to indemnification or advancementsadvancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements advancement under applicable law law, or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 1 or 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 5 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee Indemnitee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee Indemnitee shall be made within ten (10) 30 days after such determination (and, in the case of advancements of further Expenses, within ten (10) 30 days after submission of supporting information, including the required undertakingundertaking and evidence of any required security). If such payment is not made when due, the Trustee Indemnitee shall be entitled to an adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware Delaware, or in any other court of competent jurisdiction, of the Indemnitee’s entitlement to such indemnification or advancement. The Trustee Indemnitee shall commence any proceeding seeking such adjudication within 60 days one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series Company shall be bound by the determination that the Trustee Indemnitee is entitled to indemnification or advancementsadvancement, absent (i) an intentional misstatement by the Trustee Indemnitee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements advancement under applicable law or the Company’s certificate of incorporation or by-laws, or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section Sections 1 or 2 or Section 3 (or is deemed to be made pursuant to paragraph (cSection 5(c) of this Section 6 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee Indemnitee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee Indemnitee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertakingaffirmation, undertaking and evidence of any required security). If such payment is not made when due, the Trustee Indemnitee shall be entitled to an adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware Maryland, or in any other court of competent jurisdiction, of the Indemnitee’s entitlement to such indemnification or advancements. The Trustee Indemnitee shall commence any proceeding Proceeding seeking adjudication within 60 days one (1) year following the date on which he or she first has the right to commence such proceeding Proceeding pursuant to this paragraph (dSection 5(d). In any such proceedingProceeding, the Trust and the relevant Series Corporation shall be bound by the determination that the Trustee Indemnitee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee Indemnitee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, or (ii) a prohibition of such indemnification or advancements under applicable law or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfiedlaw.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 or Section 3 (or is deemed to be made pursuant to paragraph (cd) of this Section 6 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertakingundertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State Commonwealth of Delaware Massachusetts or any other court of competent jurisdiction. The Trustee shall commence any proceeding seeking adjudication within 60 days following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (de). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 1 or Section 3 2 (or is deemed to be made pursuant to paragraph (c) of this Section 6 5 and, in the case of advancement of Expenses, the other conditions thereof are satisfied) that the Trustee Director is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee Director shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertakingaffirmation, undertaking and evidence of any required security). If such payment is not made when due, the Trustee Director shall be entitled to an adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware New York, or in any other court of competent jurisdiction, of the Director's entitlement to such indemnification or advancements. The Trustee Director shall commence any proceeding seeking adjudication within 60 days one year following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series Fund shall be bound by the determination that the Trustee Director is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee Director of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law law, or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 1 or Section 3 2 (or is deemed to be made pursuant to paragraph (c) of this Section 6 5 and, in the case of advancement of Expenses, the other conditions thereof are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such the determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertakingaffirmation, undertaking and evidence of any required security). If such payment is not made when due, the Trustee shall be entitled to an adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware Delaware, or in any other court of competent jurisdiction, of the Trustee’s entitlement to indemnification or advancements. The Trustee shall commence any proceeding seeking adjudication within 60 days one year following the date on which he or she the Trustee first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her the Trustee’s statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law or law, (iii) a requirement under the Investment Company Act of 1940, as amended, 1940 for insurance or security, which security that has not been satisfied, or (iv) a subsequent Final adjudication or, in a matter disposed of without a Final adjudication, determination pursuant to subsection (b) of Section 1 that the Trustee is not entitled to indemnification under this Agreement.

Payment Upon Determination of Entitlement. If a determination is made pursuant to Section 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertaking). If such payment is not made when due, the Trustee shall be entitled to adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State Commonwealth of Delaware Massachusetts or any other court of competent jurisdiction. The Trustee shall commence any proceeding seeking adjudication within 60 days following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series Fund shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.