Common use of Trust Protector Clause in Contracts

Trust Protector. (a) Notwithstanding any other provision of this Trust Agreement, there shall at all times be one Trust Protector to serve in accordance with the provisions of this Section 5.12. The Trust Protector shall be a Trust Indemnified Party. The initial Trust Protector shall be Dean Stacy Leeds. (b) Any Trust Protector acting hereunder may resign at any time (i) by delivering written notice thereof to the Directors then serving; provided that notice to one Director shall constitute notice to all Directors then serving, or (ii) if there are no Directors then serving, by delivering written notice to the Delaware Trustee. (c) A Trust Protector may be removed for good reason upon the unanimous consent of three (3) Directors then serving; provided, however, if there are less than three (3) Directors then serving, the Trust Protector shall not be removed except upon order of the Court. If a vacancy in the position of Trust Protector exists for any reason, the Directors may, upon unanimous consent of the Directors then serving, appoint a new Trust Protector. If the Directors do not appoint a new Trust Protector within thirty (30) days, then the Directors shall petition the Delaware Court of Chancery to appoint a successor Trust Protector to serve and any costs relating to the petition shall be borne by the Trust; provided, however, that if there are no Directors serving at the time of the Trust Protector vacancy, then the Delaware Trustee shall petition the Delaware Court of Chancery as provided above. At no time may Walmart or any party related to Walmart or its affiliates be eligible to serve as Trust Protector. A vacancy in the position of Trust Protector shall not limit the Directors from exercising any powers afforded them under the Trust Documents. (d) The Trust Protector shall have only the authority set forth in Section 5.2(b), which authority may not be expanded by an amendment or modification of this Trust Agreement. (e) The Trust Protector shall exercise the Trust Protector’s authority in a fiduciary capacity and in a way that the Trust Protector reasonably believes to be in accordance with the purposes of this Trust Agreement. The Trust Protector shall not be under any duty to inquire into or ensure the performance by the Directors of their duties and shall not be liable for any loss to such trust (unless such loss results from actions in bad faith or the willful misconduct of the Trust Protector). (f) The Directors shall have no liability for the selection of, or exercise of authority by, the Trust Protector. (g) The Trust Protector shall be entitled to: (i) receive reasonable compensation and reimbursement for reasonable expenses for serving as Trust Protector; (ii) retain advisors to advise and assist in carrying out the duties of the Trust Protector and the costs thereof shall be borne by the Trust; and (iii) receive and review minutes of the meetings or other actions of the Directors, but only at such time as the Trust Protector is required to act pursuant to Section 5.2(b).

Appears in 2 contracts

Sources: Settlement Agreement, Settlement Agreement

Trust Protector. (a) Notwithstanding any other provision of this Trust Agreement, there shall at all times be one Trust Protector (the “Trust Protector”) to serve in accordance with the provisions of this Section 5.12. The Trust Protector shall be a Trust Indemnified Party. The initial Trust Protector shall be Dean Stacy Leeds. (b) Any Trust Protector acting hereunder may resign at any time (i) by delivering written notice thereof to the Directors then serving; provided that notice to one Director shall constitute notice to all Directors then serving, or (ii) if there are no Directors then serving, by delivering written notice to the Delaware Trustee. (c) A Trust Protector may be removed for good reason upon the unanimous consent of three (3) Directors then serving; provided, however, if there are less than three (3) Directors then serving, the Trust Protector shall not be removed except upon order of the Court. If a vacancy in the position of Trust Protector exists for any reason, the Directors may, upon unanimous consent of the Directors then serving, appoint a new Trust Protector. If the Directors do not appoint a new Trust Protector within thirty (30) days, then the Directors shall petition the Delaware Court of Chancery to appoint a successor Trust Protector to serve and any costs relating to the petition shall be borne by the Trust; provided, however, that if there are no Directors serving at the time of the Trust Protector vacancy, then the Delaware Trustee shall petition the Delaware Court of Chancery as provided above. At no time may Walmart the Parties or any party related to Walmart the Parties or its their affiliates be eligible to serve as Trust Protector. A vacancy in the position of Trust Protector shall not limit the Directors from exercising any powers afforded them under the Trust Documents. (d) The Trust Protector shall have only the authority set forth in Section 5.2(b), which authority may not be expanded by an amendment or modification of this Trust Agreement. (e) The Trust Protector shall exercise the Trust Protector’s authority in a fiduciary capacity and in a way that the Trust Protector reasonably believes to be in accordance with the purposes of this Trust Agreement. The Trust Protector shall not be under any duty to inquire into or ensure the performance by the Directors of their duties and shall not be liable for any loss to such trust (unless such loss results from actions in bad faith or the willful misconduct of the Trust Protector). (f) The Directors shall have no liability for the selection of, or exercise of authority by, the Trust Protector. (g) The Trust Protector shall be entitled to: (i) receive reasonable compensation and reimbursement for reasonable expenses for serving as Trust Protector; (ii) retain advisors to advise and assist in carrying out the duties of the Trust Protector and the costs thereof shall be borne by the Trust; and (iii) receive and review minutes of the meetings or other actions of the Directors, but only at such time as the Trust Protector is required to act pursuant to Section 5.2(b).

Appears in 2 contracts

Sources: Settlement Agreement, Settlement Agreement

Trust Protector. (a) Notwithstanding any other provision of this Trust Agreement, there shall at all times be one Trust Protector to serve in accordance with the provisions of this Section 5.12. The Trust Protector shall be a Trust Indemnified Party. The initial Trust Protector shall be Dean Stacy Leeds. (b) Any Trust Protector acting hereunder may resign at any time (i) by delivering written notice thereof to the Directors then serving; provided that notice to one Director shall constitute notice to all Directors then serving, or (ii) if there are no Directors then serving, by delivering written notice to the Delaware Trustee. (c) A Trust Protector may be removed for good reason upon the unanimous consent of three (3) Directors then serving; provided, however, if there are less than three (3) Directors then serving, the Trust Protector shall not be removed except upon order of the Court. If a vacancy in the position of Trust Protector exists for any reason, the Directors may, upon unanimous consent of the Directors then serving, appoint a new Trust Protector. If the Directors do not appoint a new Trust Protector within thirty (30) days, then the Directors shall petition the Delaware Court of Chancery to appoint a successor Trust Protector to serve and any costs relating to the petition shall be borne by the Trust; provided, however, that if there are no Directors serving at the time of the Trust Protector vacancy, then the Delaware Trustee shall petition the Delaware Court of Chancery as provided above. At no time may Walmart Mylan or any party related to Walmart Mylan or its affiliates be eligible to serve as Trust Protector. A vacancy in the position of Trust Protector shall not limit the Directors from exercising any powers afforded them under the Trust Documents. (d) The Trust Protector shall have only the authority set forth in Section 5.2(b), which authority may not be expanded by an amendment or modification of this Trust Agreement. (e) The Trust Protector shall exercise the Trust Protector’s authority in a fiduciary capacity and in a way that the Trust Protector reasonably believes to be in accordance with the purposes of this Trust Agreement. The Trust Protector shall not be under any duty to inquire into or ensure the performance by the Directors of their duties and shall not be liable for any loss to such trust (unless such loss results from actions in bad faith or the willful misconduct of the Trust Protector). (f) The Directors shall have no liability for the selection of, or exercise of authority by, the Trust Protector. (g) The Trust Protector shall be entitled to: (i) receive reasonable compensation and reimbursement for reasonable expenses for serving as Trust Protector; (ii) retain advisors to advise and assist in carrying out the duties of the Trust Protector and the costs thereof shall be borne by the Trust; and (iii) receive and review minutes of the meetings or other actions of the Directors, but only at such time as the Trust Protector is required to act pursuant to Section 5.2(b).

Appears in 1 contract

Sources: Settlement Agreement

Trust Protector. (a) Notwithstanding any other provision of this Trust Agreement, there shall at all times be one Trust Protector (the “Trust Protector”) to serve in accordance with the provisions of this Section 5.12. The Trust Protector shall be a Trust Indemnified Party. The initial Trust Protector shall be Dean Stacy Leeds. (b) Any Trust Protector acting hereunder may resign at any time (i) by delivering written notice thereof to the Directors then serving; provided that notice to one Director shall constitute notice to all Directors then serving, or (ii) if there are no Directors then serving, by delivering written notice to the Delaware Trustee. (c) A Trust Protector may be removed for good reason upon the unanimous consent of three (3) Directors then serving; provided, however, if there are less than three (3) Directors then serving, the Trust Protector shall not be removed except upon order of the Court. If a vacancy in the position of Trust Protector exists for any reason, the Directors may, upon unanimous consent of the Directors then serving, appoint a new Trust Protector. If the Directors do not appoint a new Trust Protector within thirty (30) days, then the Directors shall petition the Delaware Court of Chancery to appoint a successor Trust Protector to serve and any costs relating to the petition shall be borne by the Trust; provided, however, that if there are no Directors serving at the time of the Trust Protector vacancy, then the Delaware Trustee shall petition the Delaware Court of Chancery as provided above. At no time may Walmart the Settlors or any party related to Walmart the Settlors or its their affiliates be eligible to serve as Trust Protector. A vacancy in the position of Trust Protector shall not limit the Directors from exercising any powers afforded them under the Trust Documents. (d) The Trust Protector shall have only the authority set forth in Section 5.2(b), which authority may not be expanded by an amendment or modification of this Trust Agreement. (e) The Trust Protector shall exercise the Trust Protector’s authority in a fiduciary capacity and in a way that the Trust Protector reasonably believes to be in accordance with the purposes of this Trust Agreement. The Trust Protector shall not be under any duty to inquire into or ensure the performance by the Directors of their duties and shall not be liable for any loss to such trust (unless such loss results from actions in bad faith or the willful misconduct of the Trust Protector). (f) The Directors shall have no liability for the selection of, or exercise of authority by, the Trust Protector. (g) The Trust Protector shall be entitled to: (i) receive reasonable compensation and reimbursement for reasonable expenses for serving as Trust Protector; (ii) retain advisors to advise and assist in carrying out the duties of the Trust Protector and the costs thereof shall be borne by the Trust; and (iii) receive and review minutes of the meetings or other actions of the Directors, but only at such time as the Trust Protector is required to act pursuant to Section 5.2(b).

Appears in 1 contract

Sources: Settlement Agreement

Trust Protector. (a) Notwithstanding any other provision of this Trust Agreement, there shall at all times be one Trust Protector to serve in accordance with the provisions of this Section 5.12. The Trust Protector shall be a Trust Indemnified Party. The initial Trust Protector shall be Dean Stacy Leeds. (b) Any Trust Protector acting hereunder may resign at any time (i) by delivering written notice thereof to the Directors then serving; provided that notice to one Director shall constitute notice to all Directors then serving, or (ii) if there are no Directors then serving, by delivering written notice to the Delaware Trustee. (c) A Trust Protector may be removed for good reason upon the unanimous consent of three (3) Directors then serving; provided, however, if there are less than three (3) Directors then serving, the Trust Protector shall not be removed except upon order of the Court. If a vacancy in the position of Trust Protector exists for any reason, the Directors may, upon unanimous consent of the Directors then serving, appoint a new Trust Protector. If the Directors do not appoint a new Trust Protector within thirty (30) days, then the Directors shall petition the Delaware Court of Chancery to appoint a successor Trust Protector to serve and any costs relating to the petition shall be borne by the Trust; provided, however, that if there are no Directors serving at the time of the Trust Protector vacancy, then the Delaware Trustee shall petition the Delaware Court of Chancery as provided above. At no time may Walmart Hikma or any party related to Walmart Hikma or its affiliates be eligible to serve as Trust Protector. A vacancy in the position of Trust Protector shall not limit the Directors from exercising any powers afforded them under the Trust Documents. (d) The Trust Protector shall have only the authority set forth in Section 5.2(b), which authority may not be expanded by an amendment or modification of this Trust Agreement. (e) The Trust Protector shall exercise the Trust Protector’s authority in a fiduciary capacity and in a way that the Trust Protector reasonably believes to be in accordance with the purposes of this Trust Agreement. The Trust Protector shall not be under any duty to inquire into or ensure the performance by the Directors of their duties and shall not be liable for any loss to such trust (unless such loss results from actions in bad faith or the willful misconduct of the Trust Protector). (f) The Directors shall have no liability for the selection of, or exercise of authority by, the Trust Protector. (g) The Trust Protector shall be entitled to: (i) receive reasonable compensation and reimbursement for reasonable expenses for serving as Trust Protector; (ii) retain advisors to advise and assist in carrying out the duties of the Trust Protector and the costs thereof shall be borne by the Trust; and (iii) receive and review minutes of the meetings or other actions of the Directors, but only at such time as the Trust Protector is required to act pursuant to Section 5.2(b).

Appears in 1 contract

Sources: Settlement Agreement

Trust Protector. (a) Notwithstanding any other provision of this Trust Agreement, there shall at all times be one Trust Protector (the “Trust Protector”) to serve in accordance with the provisions of this Section 5.12. The Trust Protector shall be a Trust Indemnified Party. The initial Trust Protector shall be Dean Stacy Leeds▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇. (b) Any Trust Protector acting hereunder may resign at any time (i) by delivering written notice thereof to the Directors Trustees then serving; provided that notice to one Director Trustee shall constitute notice to all Directors Trustees then serving, or (ii) if there are no Directors Trustees then serving, by delivering written notice to the Delaware Trustee. (c) A Trust Protector may be removed for good reason upon the unanimous consent of three (3) Directors Trustees then serving; provided, however, if there are less than three (3) Directors Trustees then serving, the Trust Protector shall not be removed except upon order of the Bankruptcy Court. If a vacancy in the position of Trust Protector exists for any reason, the Directors Trustees may, upon unanimous consent of the Directors Trustees then serving, appoint a new Trust Protector. If the Directors Trustees do not appoint a new Trust Protector within thirty (30) days, then the Directors Trustees shall petition the Delaware Court of Chancery to appoint a successor Trust Protector to serve and any costs relating to the petition shall be borne by the Trust; provided, however, that if there are no Directors Trustees serving at the time of the Trust Protector vacancy, then the Delaware Trustee shall petition the Delaware Court of Chancery as provided above. At no time may Walmart the Settlors or any party related to Walmart the Settlors or its their affiliates be eligible to serve as Trust Protector. A vacancy in the position of Trust Protector shall not limit the Directors Trustees from exercising any powers afforded them under the Trust Documents. (d) The Trust Protector shall have only the authority set forth in Section 5.2(b), which authority may not be expanded by an amendment or modification of this Trust Agreement. (e) The Trust Protector shall exercise the Trust Protector’s authority in a fiduciary capacity and in a way that the Trust Protector reasonably believes to be in accordance with the purposes of this Trust Agreement. The Trust Protector shall not be under any duty to inquire into or ensure the performance by the Directors Trustees of their duties and shall not be liable for any loss to such trust (unless such loss results from actions in bad faith or the willful misconduct of the Trust Protector). (f) The Directors Trustees shall have no liability for the selection of, or exercise of authority by, the Trust Protector. (g) The Trust Protector shall be entitled to: (i) receive reasonable compensation and reimbursement for reasonable expenses for serving as Trust Protector; (ii) retain advisors to advise and assist in carrying out the duties of the Trust Protector and the costs thereof shall be borne by the Trust; and (iii) receive and review minutes of the meetings or other actions of the DirectorsTrustees, but only at such time as the Trust Protector is required to act pursuant to Section 5.2(b).

Appears in 1 contract

Sources: Trust Agreement

Trust Protector. (a) Notwithstanding any other provision of this Trust Agreement, there shall at all times be one Trust Protector to serve in accordance with the provisions of this Section 5.12. The Trust Protector shall be a Trust Indemnified Party. The initial Trust Protector shall be Dean Stacy Leeds. (b) Any Trust Protector acting hereunder may resign at any time (i) by delivering written notice thereof to the Directors then serving; provided that notice to one Director shall constitute notice to all Directors then serving, or (ii) if there are no Directors then serving, by delivering written notice to the Delaware Trustee. (c) A Trust Protector may be removed for good reason upon the unanimous consent of three (3) Directors then serving; provided, however, if there are less than three (3) Directors then serving, the Trust Protector shall not be removed except upon order of the Court. If a vacancy in the position of Trust Protector exists for any reason, the Directors may, upon unanimous consent of the Directors then serving, appoint a new Trust Protector. If the Directors do not appoint a new Trust Protector within thirty (30) days, then the Directors shall petition the Delaware Court of Chancery to appoint a successor Trust Protector to serve and any costs relating to the petition shall be borne by the Trust; provided, however, that if there are no Directors serving at the time of the Trust Protector vacancy, then the Delaware Trustee shall petition the Delaware Court of Chancery as provided above. At no time may Walmart Walgreens or any party related to Walmart Walgreens or its affiliates be eligible to serve as Trust Protector. A vacancy in the position of Trust Protector shall not limit the Directors from exercising any powers afforded them under the Trust Documents. (d) The Trust Protector shall have only the authority set forth in Section 5.2(b), which authority may not be expanded by an amendment or modification of this Trust Agreement. (e) The Trust Protector shall exercise the Trust Protector’s authority in a fiduciary capacity and in a way that the Trust Protector reasonably believes to be in accordance with the purposes of this Trust Agreement. The Trust Protector shall not be under any duty to inquire into or ensure the performance by the Directors of their duties and shall not be liable for any loss to such trust (unless such loss results from actions in bad faith or the willful misconduct of the Trust Protector). (f) The Directors shall have no liability for the selection of, or exercise of authority by, the Trust Protector. (g) The Trust Protector shall be entitled to: (i) receive reasonable compensation and reimbursement for reasonable expenses for serving as Trust Protector; (ii) retain advisors to advise and assist in carrying out the duties of the Trust Protector and the costs thereof shall be borne by the Trust; and (iii) receive and review minutes of the meetings or other actions of the Directors, but only at such time as the Trust Protector is required to act pursuant to Section 5.2(b).

Appears in 1 contract

Sources: Settlement Agreement

Trust Protector. (a) Notwithstanding any other provision FRIENDPROTECTOR shall be appointed as the Trust Protector of this trust so long as he is willing and able to act as such Trust AgreementProtector. If said Friendprotector is unwilling or unable to act, there shall at all times be one then he may appoint a successor Trust Protector who is not an “interested person” (as hereinabove defined) by designating such successor by an instrument in writing delivered to serve in accordance with the provisions then acting Trustee and to the Settlor; and may, by the same method, revoke any designation of this Section 5.12. The a successor Trust Protector before it becomes effective. In addition, any successor Trust Protector so serving is authorized to designate by an instrument in writing delivered to the then acting Trustee, a successor Trust Protector who is not an “interested person” (as hereinabove defined). In exercising discretion as Trust Protector, any Trust Protector who has or is currently providing legal services to the Settlor shall be a Trust Indemnified Partyallowed complete discretion to resolve all issues without regard to instructions received from Settlor or any duties owed to Settlor. The initial Trust Protector shall be Dean Stacy Leeds. (b) Any Trust Protector acting hereunder may resign at any time (i) by delivering written notice thereof to the Directors then serving; provided It is Settlor’s specific intent that notice to one Director shall constitute notice to all Directors then serving, or (ii) if there are no Directors then serving, by delivering written notice to the Delaware Trustee. (c) A Trust Protector may be removed for good reason upon the unanimous consent of three (3) Directors then serving; provided, however, if there are less than three (3) Directors then serving, the Trust Protector shall not be removed except upon order deemed to be a trustee or fiduciary with respect to any trust hereunder, and shall not be liable or accountable as a trustee or fiduciary because of the Court. If a vacancy in the position of Trust Protector exists for any reason, the Directors may, upon unanimous consent of the Directors then serving, appoint a new Trust Protector. If the Directors do not appoint a new Trust Protector within thirty (30) days, then the Directors shall petition the Delaware Court of Chancery to appoint a successor Trust Protector to serve and any costs relating to the petition shall be borne by the Trust; provided, however, that if there are no Directors serving at the time an act or omission of the Trust Protector vacancy, then when performing or failing to perform the Delaware Trustee shall petition the Delaware Court duties of Chancery as provided above. At no time may Walmart or any party related to Walmart or its affiliates be eligible to serve as Trust Protector. A vacancy in the position of a Trust Protector shall not limit the Directors from exercising any powers afforded them under the Trust Documents. (d) The Trust Protector shall have only the authority set forth in Section 5.2(b), which authority may not be expanded by an amendment or modification of this Trust Agreement. (e) The Trust Protector shall exercise the Trust Protector’s authority in a fiduciary capacity and in a way that the Trust Protector reasonably believes to be in accordance with the purposes of this Trust Agreement. The Trust Protector will serve without compensation, but may be reimbursed for out-of-pocket expenses. So long as there is a Trust Protector acting in that capacity: (1) The Trust Protector may remove any and all Trustees and may designate and appoint successor Trustees; such removal and appointment shall not be under any duty to inquire into or ensure by an instrument in writing, and the performance by removal shall only be effective upon the Directors of their duties and shall not be liable for any loss to such trust (unless such loss results from actions in bad faith or the willful misconduct signed acceptance of the successor Trustee agreeing to the appointment. Provided, however, that the Trust ProtectorProtector may not appoint himself or herself, the Settlor or any other person who is an “interested person” (as hereinabove defined). In the event that a successor Trustee is either removed or appointed pursuant to any other provision of this Article III, the Trust Protector may either reinstate or remove such successor Trustee. (f) The Directors shall have no liability for the selection of, or exercise of authority by, the Trust Protector. (g2) The Trust Protector shall receive a copy of all notices, reports and/or accountings required by this Trust Agreement and/or by any applicable state law to be entitled todelivered to any trust beneficiary; further, and to the extent not prohibited by any applicable state law, delivery to the Trust Protector shall be deemed to be the equivalent of delivery to the actual beneficiary. (3) The Trustee shall consult with the Trust Protector as to the needs and requirements of the beneficiaries of the Trust, the suitability of any discretionary distribution and the fitness of any beneficiary to receive any distribution (pursuant to Paragraph 2.I., above); upon receipt of the recommendations of the Trust Protector, the Trustee shall have no duty to conduct an independent review of the individual beneficiary's situation and may rely on such recommendations. Notwithstanding the above: (ia) receive reasonable compensation and reimbursement for reasonable expenses for serving as Trust Protectorthe Trustee shall, at all times, retain the actual power to make any discretionary distributions; (iib) retain advisors to advise and assist in carrying out the duties of if at any time there is no Trust Protector or if the Trust Protector and fails to respond in writing in 15 days to any written request, then the costs thereof shall Trustee may take such action as it deems to be borne by in the Trustbest interest of the beneficiaries of the trust; and, (iiic) receive and review minutes of the meetings or other actions of the Directors, but only at such time as the Trust Protector is required shall not have any right or power to direct the Trustee to act pursuant in any manner inconsistent with any other duty or requirement herein set forth, or to Section 5.2(b)direct the Trustee to act in any manner inconsistent with state laws concerning the fiduciary responsibilities of a Trustee. (4) Other than changing the interest of any beneficiary herein named or adding a new beneficiary, the Trust Protector may modify or amend the Trust Agreement for any valid purpose or reason, including, without limitation, to achieve favorable tax status or to respond to changes in the Code or state law, or the rulings and regulations under the Code or state law. (5) The Trust Protector may modify the terms of a power of appointment granted by the trust. (6) The Trust Protector may change the applicable law governing the trust.

Appears in 1 contract

Sources: Trust Agreement

Trust Protector. (a) Notwithstanding any other provision of this Trust Agreement, there shall at all times be one Trust Protector to serve in accordance with the provisions of this Section 5.12. The Trust Protector shall be a Trust Indemnified Party. The initial Trust Protector shall be Dean Stacy Leeds▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇. (b) Any Trust Protector acting hereunder may resign at any time (i) by delivering written notice thereof to the Directors then serving; provided that notice to one Director shall constitute notice to all Directors then serving, or (ii) if there are no Directors then serving, by delivering written notice to the Delaware Trustee. (c) A Trust Protector may be removed for good reason upon the unanimous consent of three (3) Directors then serving; provided, however, if there are less than three (3) Directors then serving, the Trust Protector shall not be removed except upon order of the Court. If a vacancy in the position of Trust Protector exists for any reason, the Directors may, upon unanimous consent of the Directors then serving, appoint a new Trust Protector. If the Directors do not appoint a new Trust Protector within thirty (30) days, then the Directors shall petition the Delaware Court of Chancery to appoint a successor Trust Protector to serve and any costs relating to the petition shall be borne by the Trust; provided, however, that if there are no Directors serving at the time of the Trust Protector vacancy, then the Delaware Trustee shall petition the Delaware Court of Chancery as provided above. At no time may Walmart Zydus or any party related to Walmart Zydus or its affiliates be eligible to serve as Trust Protector. A vacancy in the position of Trust Protector shall not limit the Directors from exercising any powers afforded them under the Trust Documents. (d) The Trust Protector shall have only the authority set forth in Section 5.2(b), which authority may not be expanded by an amendment or modification of this Trust Agreement. (e) The Trust Protector shall exercise the Trust Protector’s authority in a fiduciary capacity and in a way that the Trust Protector reasonably believes to be in accordance with the purposes of this Trust Agreement. The Trust Protector shall not be under any duty to inquire into or ensure the performance by the Directors of their duties and shall not be liable for any loss to such trust (unless such loss results from actions in bad faith or the willful misconduct of the Trust Protector). (f) The Directors shall have no liability for the selection of, or exercise of authority by, the Trust Protector. (g) The Trust Protector shall be entitled to: (i) receive reasonable compensation and reimbursement for reasonable expenses for serving as Trust Protector; (ii) retain advisors to advise and assist in carrying out the duties of the Trust Protector and the costs thereof shall be borne by the Trust; and (iii) receive and review minutes of the meetings or other actions of the Directors, but only at such time as the Trust Protector is required to act pursuant to Section 5.2(b).

Appears in 1 contract

Sources: Settlement Agreement