Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and settlement amounts of any and all Claims from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel (or other person(s) making the determination of whether Indemnitee is permitted to be indemnified by applicable law). The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance to Indemnitee, within ten days of a request by Indemnitee, any and all Expenses reasonably incurred by, or in case of retainer to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any Expense reasonably incurred by Indemnitee and previously paid by Indemnitee), with any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Company for Expense Advances under Section 3.3 of this Agreement); (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement; and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a Final Adjudication, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee and shall be an institution that is not affiliated with Indemnitee. Nothing in this Section 4.4 shall relieve the Company of any of its obligations under this Agreement.
Establishment of a Trust. The City established a Trust for purposes of funding City-wide retiree health care costs. Each employee will make direct contributions to the trust in the amounts described below. Tier 1 and Tier 2 retiree medical = $100/month Tier 3 retiree medical – no contribution to OPEB trust Employer and employee contributions are made to a CalPERS retiree medical trust. This money and earnings from this money may only be spent on retiree medical benefits and, to that extent, is a protected program. Employee contributions to the Trust shall be discontinued upon full funding of the City’s actuarial liability for retiree medical costs.
Establishment of a Trust. There is hereby continued a Trust which shall be known as “The National Elevator Industry Educational Program” and which shall receive, hold, invest and distribute a Trust Fund in accordance with this Trust Agreement.
Establishment of a Trust. Immediately upon the occurrence of a Change in Control or a Potential Change in Control, the Company shall, upon written request by Indemnitee, create a trust (a "Trust") for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all amounts reasonably anticipated at the time of each such request to be incurred in connection with any claim made by Indemnitee. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined (i) prior to the occurrence of a Change in Control or a Potential Change in Control, (a) the Board by a majority vote of a quorum consisting of directors who were not parties to the
Establishment of a Trust. To the extent the Corporation provides the Security pursuant to Section 6(a) in the form of a funded trust (the “Trust”), the Corporation may, in its discretion, establish one collective trust for the benefit of all persons who may have rights similar to those of the Indemnitee and the Trust shall form part of such single collective trust. The trustee of the Trust (the “Trustee”) shall be a bank or trust company or other individual or entity chosen by the Corporation and reasonably acceptable to the Indemnitee. Nothing in this Section 6(b) shall relieve the Corporation of any of its obligations under this Agreement. The terms of the Trust shall provide that, except upon the consent of both the Indemnitee and the Corporation, upon a Change in Control (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee, (ii) the Trustee shall advance, within two (2) business days of a request by the Indemnitee and upon the execution and delivery to the Corporation of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation, any and all Expenses to the Indemnitee, (iii) the Trust shall continue to be funded by the Corporation in accordance with the funding obligations set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise and (v) all unexpended funds in such Trust shall revert to the Corporation upon mutual agreement by the Indemnitee and the Corporation or, if the Indemnitee and the Corporation are unable to reach such an agreement, by Independent Legal Counsel selected in accordance with Section 9(c) hereof, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trust shall be governed by Delaware law (without regard to its conflicts of laws rules) and the Trustee shall consent to the exclusive jurisdiction of the Delaware Court.
Establishment of a Trust. An Issue Supplement may, but need not, be comprised of an instrument substantially in one of the forms appended to this Trust Agreement as Exhibits A, B and C, or such other form as the Issuer may designate from time to time. Issuer: Xxxxxx Mae, in its capacity as sponsor of each issuance of Certificates and settlor of each of the Trusts. LACE: LACE Financial Corporation or its successor.
Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Corporation shall, upon written request by the Indemnitee, create a trust for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of the Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim, and any and all judgments, fines, penalties, and
Establishment of a Trust. (a) In the event of a Potential Change in Control, the Corporation, upon written request by the Indemnitee, shall create a trust for the benefit of the Indemnitee and from time to time upon written request of the Indemnitee shall fund such trust in an amount sufficient to satisfy any and all Expenses which at the time of each such request it is reasonably anticipated will be incurred in connection with a Proceeding for which the Indemnitee is entitled to rights of indemnification under Section 4 or 5 hereof, and any and all judgments, fines, penalties and settlement amounts of any and all proceedings for which the Indemnitee is entitled to rights of
Establishment of a Trust. CCO shall, upon written request of a majority of the Affiliate Directors (as hereinafter defined), create a trust for the benefit of Indemnitee (the “Trust”) following initiation of a Proceeding for which Indemnitee reasonably believes that he may be entitled to indemnification by CCO under this Agreement. From time to time upon written request of Indemnitee, CCO shall fund such Trust within ninety (90) days of such request in an amount sufficient to satisfy any and all (a) Expenses reasonably anticipated at the time of each such request to be incurred by or on behalf of Indemnitee in connection with such Proceeding and (b) judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties and amounts paid in settlement) in connection with such Proceeding actually paid or claimed, reasonably anticipated or proposed to be paid, but, with respect to amounts described in this clause (b), only to the extent such amounts would not reasonably be expected to be
Establishment of a Trust. In the event of a Potential Change in Control or a Change in Control, the Corporation shall, upon written request by the Indemnitee, create a trust for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of the Indemnitee shall fund the Trust in an amount equal to all liabilities reasonably anticipated at the time to be incurred in connection with any Claim. The amount to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee; (ii) the trustee of the Trust shall advance, within ten business days of a request by Indemnitee, any and all reasonable Expenses to Indemnitee, any required determination concerning the reasonableness of the Expenses to be made by the Independent Counsel; (iii) the Trust shall
