Common use of Accounting by Trustee Clause in Contracts

Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within 90 days following the close of each calendar year and within 90 days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Company shall have sixty (60) days after the Trustee's mailing of each such quarterly or final account within which to file with the Trustee written objections to such account. Upon the expiration of each such period, the Trustee shall be forever released and discharged from all liability and accountability to the Company with respect to the propriety of its acts and transactions shown in such account except with respect to any such acts or transactions as to which the Company files written objections within such sixty-day period with the Trustee. Notwithstanding anything herein to the contrary, the Trustee shall have no duty or responsibility to obtain valuations of any assets of the Trust Fund, the value of which is not readily determinable on an established market. Company shall bear sole responsibility for determining said valuations and shall be responsible for providing said valuations to Trustee in a timely manner. Trustee may conclusively rely on such valuations provided by Company and shall be indemnified and held harmless by Company with respect to such reliance.

Accounting by Trustee. VII.1 The Trustee shall keep accurate maintain such books, records and detailed records accounts as may be necessary for the proper administration of all investments, receipts, disbursements, and all other transactions required to be madethe Trust assets, including such specific records as shall be agreed upon in writing between by the Company and the Trustee. Within 90 60 days following the close of each calendar year and within 90 days that includes or commences after the date of this Agreement until the termination of this Trust or the removal or resignation of Trustee, the Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to (and within 60 days after the date of such termination, removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cashthe Trustee shall render to the Company and, securities and other property held in on or after the date on which the Trust at has become irrevocable, the Executives an accounting with respect to the Trust assets as of the end of such the then most recent calendar year or (and as of the date of such termination, removal or resignation, as the case may be). The Trustee shall furnish to the Company on an annual basis (or as the Company shall have sixty (60direct from time to time) days and in a timely manner such information regarding the Trust as the Company shall require for purposes of preparing its statements of financial condition. Upon the written request of the Company or, on or after the Trustee's mailing date on which the Trust has become irrevocable, an Executive, the Trustee shall deliver to such Executive or the Company, as the case may be, a written report setting forth the amount held in the Trust and a record of each the deposits made with respect thereto by the Company. Absent compelling circumstances, the Trustee shall not be required to respond to more than one such quarterly request made within any calendar year. Unless the Company or final account within which to file any Executive shall have filed with the Trustee written objections exception or objection to the statement and account furnished by the Trustee within 90 days after receipt thereof, the Company and the Trust Beneficiaries shall be deemed to have approved such statement and account. Upon the expiration of each , and in such period, case the Trustee shall be forever released and discharged from all liability and accountability to the Company with respect to the propriety of its acts all matters and transactions shown things reported in such statement and account except with respect to any such acts as though it had been settled by a decree of a court of competent jurisdiction in an action or transactions as proceeding to which the Company files written objections within such sixty-day period with the Trustee. Notwithstanding anything herein to the contrary, the Trustee shall have no duty or responsibility to obtain valuations of any assets of and the Trust Fund, the value of which is not readily determinable on an established market. Company shall bear sole responsibility for determining said valuations and shall be responsible for providing said valuations to Trustee in a timely manner. Trustee may conclusively rely on such valuations provided by Company and shall be indemnified and held harmless by Company with respect to such relianceBeneficiaries were parties.

Accounting by Trustee. VII.1 The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required maintain or cause to be mademaintained such books, records and accounts as may be necessary for the proper administration of the Trust assets, including such specific records as shall be agreed upon in writing between by the Company and the Trustee. Within 90 60 days following the close of each calendar year and within 90 days that includes or commences after the date of this Agreement until the termination of this Trust or the removal or resignation of Trustee, the Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to (and within 60 days after the date of such termination, removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), the Trustee shall render or cause to be rendered to the Company and showing all cash, securities and other property held in the Executive an accounting with respect to the Trust at assets as of the end of such the then most recent calendar year or (and as of the date of such termination, removal or resignation, as the case may be). The Trustee shall furnish or cause to be furnished to the Company on a monthly basis (or as the Company shall direct from time to time) and in a timely manner such information regarding the Trust as the Company shall require for purposes of preparing its statements of financial condition. The Trustee shall at all times maintain or cause to be maintained separate bookkeeping subaccounts for each Participant as prescribed by Section 7.2 hereof, and shall provide or cause to be provided quarterly statements of the subaccounts to each Participant. Upon the written request of the Company or the Executive, the Trustee shall deliver or cause to be delivered to the Executive or the Company, as the case may be, a written report setting forth the amount held in the Trust, the amount credited to each subaccount and a record of the deposits made with respect thereto by the Company. Absent compelling circumstances, the Trustee shall not be required to respond to more than one such request made within any calendar quarter. Unless the Company or the Executive shall have sixty (60) days after the Trustee's mailing of each such quarterly or final account within which to file filed with the Trustee written objections exception or objection to the statement and account furnished by the Trustee within 90 days after receipt thereof, the Company and the Trust Beneficiaries shall be deemed to have approved such statement and account. Upon the expiration of each , and in such period, case the Trustee shall be forever released and discharged from all liability and accountability to the Company with respect to the propriety of its acts all matters and transactions shown things reported in such statement and account except with respect to any such acts as though it had been settled by a decree of a court of competent jurisdiction in an action or transactions as proceeding to which the Company files written objections within such sixty-day period with the Trustee. Notwithstanding anything herein to the contrary, the Trustee shall have no duty or responsibility to obtain valuations of any assets of and the Trust Fund, the value of which is not readily determinable on an established market. Company shall bear sole responsibility for determining said valuations and shall be responsible for providing said valuations to Trustee in a timely manner. Trustee may conclusively rely on such valuations provided by Company and shall be indemnified and held harmless by Company with respect to such relianceBeneficiaries were parties.

Accounting by Trustee. The Trustee shall keep accurate maintain such books, records and detailed records accounts as may be necessary for the proper administration of all investments, receipts, disbursements, and all other transactions required to be madethe Trust assets, including such specific records as shall be agreed upon in writing between by the Company and the Trustee. On or before the first Friday that follows the last Friday of each of the Company’s fiscal months (with the Company to periodically provide to the Trustee a copy of its fiscal calendar), the Trustee shall furnish to the Company such information regarding the Trust as the Company and the Trustee shall agree upon in writing. Within 90 60 days following the close of each calendar year and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver render to the Company a written account of its administration of an accounting with respect to the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or assets as of the date of such termination, removal or resignation, as the case may be. The Company shall have sixty (60) days after Upon the Trustee's mailing written request of each such quarterly or final account within which to file with the Company, the Trustee shall deliver to the Company a written objections report setting forth the amount held in the Trust and a record of the deposits made to such accountthe Trust by the Company. Upon the expiration of each such period180 days from the date of Trustee’s annual, quarterly, monthly or any other accounting, the Trustee shall be forever released and discharged from all liability and further accountability to the Company or any other person with respect to the propriety accuracy of its such accounting and all acts and transactions shown failures to act of Trustee reflected in such account accounting, except to the extent that Company shall, within such 180-day period, file with respect Trustee specific written objections to the accounting. Neither Company, any participant nor any other person shall be entitled to any additional or different accounting by Trustee and Trustee shall not be compelled to file in any court any additional or different accounting. For purposes of regulations promulgated by the FDIC, Trustee’s account statements shall be sufficient information concerning securities transactions effected for the Trust, provided that Company, upon written request, shall have the right to receive at no additional cost written confirmations of such acts securities transactions, which shall be mailed or transactions as to which the Company files written objections within such sixty-day period with the Trustee. Notwithstanding anything herein to the contrary, otherwise furnished by the Trustee shall have no duty or responsibility to obtain valuations of any assets of within the Trust Fund, the value of which is not readily determinable on an established market. Company shall bear sole responsibility for determining said valuations and shall be responsible for providing said valuations to Trustee in a timely manner. Trustee may conclusively rely on such valuations provided timeframe required by Company and shall be indemnified and held harmless by Company with respect to such relianceapplicable regulations.

Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within 90 days following the close of each calendar year quarter and within 90 days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year quarter or during the period from the close of the last preceding year quarter to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year quarter or as of the date of such removal or resignation, as the case may be. The Company shall have sixty may approve such account by an instrument in writing delivered to Trustee. In the absence of Company's filing with Trustee objections to any such account within one hundred eighty (60180) days after the Trustee's mailing of each such quarterly or final account within which its receipt, Company shall be deemed to file with the Trustee written objections to have so approved such account. Upon In such case, or upon the expiration written approval by Company of each any such periodaccount, Trustee shall, to the Trustee shall extent permitted by applicable law, be forever released and discharged from all liability to Company for its acts or failures to act described by such account, and accountability to the Company with shall thereafter reimburse, indemnify (as provided in Section 8(b) hereof) and hold harmless Trustee, individually and as Trustee, of, from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any kind or nature whatsoever in respect to the propriety of its acts and transactions shown in acts, omissions, transactions, duties, obligations or responsibilities as Trustee during the period covered by such account except with respect to any such acts or transactions as to which the Company files written objections within such sixty-day period with the Trusteeaccount. Notwithstanding anything herein to the contraryThe foregoing, however, shall not preclude the Trustee shall have no duty or responsibility to obtain valuations from having its account settled by a court of any assets of the Trust Fund, the value of which is not readily determinable on an established marketcompetent jurisdiction. Company shall bear sole responsibility not be liable to any person for determining said valuations and shall be responsible for providing said valuations approving, disapproving or failing to Trustee in a timely manner. Trustee may conclusively rely on such valuations provided approve any statement of account rendered by Company and shall be indemnified and held harmless by Company with respect to such relianceTrustee.

Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within 90 days following a reasonable time after the close of each calendar fiscal year and within 90 days after of the removal Company (or, in the Trustee's discretion, at more frequent intervals), or resignation of Trusteeany termination of the duties of the Trustee hereunder, the Trustee shall prepare and deliver to the Company and Executive a written account statement of transactions reflecting its administration of the Trust acts and transactions as Trustee during such year fiscal year, portion thereof or during the such period from the close of the last preceding fiscal year or last statement period to the date termination of such removal or resignationthe Trustee's duties, setting forth all investments, receipts, disbursements and other transactions effected by itrespectively, including a description statement of all securities and investments purchased and sold with the cost or net proceeds then current value of the Trust Fund. In the preparation of its statement to the Company, the Trustee shall be entitled to rely on the report of any investment manager for an accounting of funds in the custody of such purchases or sales (accrued interest paid or receivable being shown separately)investment manager and shall not be required to make independent investigation of the transactions underlying such report. Any such statement shall be deemed an account stated and accepted and approved by the Company, and showing all cash, securities the Trustee shall be relieved and other property held in the Trust at the end of such year or as of the date of such removal or resignationdischarged, as if such account had been settled and allowed by a judgment or decree of a court of competent jurisdiction, unless protested by written notice to the case may be. The Company shall have Trustee within sixty (60) days after of receipt thereof by the Trustee's mailing of each such quarterly or final account within which to file with the Trustee written objections to such accountCompany. Upon the expiration of each such period, the Trustee shall be forever released and discharged from all liability and accountability to the Company with respect to the propriety of its acts and transactions shown in such account except with respect to any such acts or transactions as to which the Company files written objections within such sixty-day period with the Trustee. Notwithstanding anything herein to the contrary, the The Trustee shall have no duty or responsibility the right to obtain valuations apply at any time to a court of competent jurisdiction for judicial settlement of any assets account of the Trust Fund, Trustee not previously settled as herein provided or for the value determination of which is not readily determinable on an established marketany questions of construction or for instructions. Company shall bear sole responsibility for determining said valuations and In any such action or proceeding it shall be responsible for providing said valuations necessary to join as parties only the Trustee in a timely manner. and the Company (although the Trustee may conclusively rely on also join such valuations provided by Company other parties as it may deem appropriate), and any judgment or decree entered therein shall be indemnified and held harmless by Company with respect to such relianceconclusive.

Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within 90 30 days following the close of each calendar year and within 90 60 days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The In the absence of the filing in writing with Trustee by Company of exceptions or objections to any such account within six months of the completion of the annual audit of the Plans by Company or its appointed auditor, Company shall be deemed to have sixty (60) days after the Trustee's mailing of each such quarterly or final account within which to file with the Trustee written objections to approved such account. Upon ; in such case, or upon the expiration written approval by Company of each any such periodaccount, the Trustee shall be forever released released, relieved and discharged from all liability and accountability to the Company with respect to the propriety of its acts all matters and transactions shown things set forth in such account except with respect to any as though such acts or transactions as to which account had been settled by the Company files written objections within such sixty-day period with the Trustee. Notwithstanding anything herein to the contrary, the Trustee shall have no duty or responsibility to obtain valuations decree of any assets a court of the Trust Fund, the value of which is not readily determinable on an established market. Company shall bear sole responsibility for determining said valuations and shall be responsible for providing said valuations to Trustee in a timely mannercompetent jurisdiction. Trustee may conclusively rely on such determinations of Company of valuations provided for assets of the Trust for which Trustee deems there to be no readily determinable fair market value and on determinations of the issuing insurance company of valuations for insurance contracts/policies. Trustee shall revalue the Trust assets as of the last business day of each calendar month at current market values, as determined by Company and shall be indemnified and held harmless by Trustee. Trustee may rely conclusively upon the determination of Company with respect to the fair market value of any Trust assets which Trustee deems not to have a readily ascertainable fair market value and upon the determination of the issuer of any insurance contracts/policies with respect to the fair market value of such relianceinsurance contracts/policies. Net investment gains and losses (i.e., appreciation or depreciation in the value of assets, income and losses) shall be allocated by Company proportionately among participants' Accounts as of the end of each calendar month. Company shall maintain the record of the Accounts of each participant and Participating Subsidiary in the Trust.