Establishment of Trust Clause Example with 5 Variations from Business Contracts
This page contains Establishment of Trust clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a trust for the benefit of the 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 i...ncurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be 9 determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee (as defined below) shall advance, within five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) 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 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 the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust (the "Trustee") shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney's fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.View More
Variations of a "Establishment of Trust" Clause from Business Contracts
Establishment of Trust. In the event of a Potential Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the Trust such trust in an amount (the "Trust Fund Amount") which is the total of all sums sufficient to satis...fy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or for and defending any Proceeding Claim relating to an Indemnifiable Event. The amount Event, plus any and all liabilities, damages, losses, judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or amounts claimed, reasonably anticipated or proposed to be deposited paid, as determined by (1) if no Change in Control shall have occurred, the Company's Board of Directors or (2) if a Change in Control shall have occurred, the Independent Legal Counsel. The Company shall maintain funds in the trust account in the Trust pursuant Fund Amount, depositing such additional amounts as may be appropriate as a result of disbursements from the account or increases which, from time to time, may occur in the foregoing funding obligation shall be 9 determined by the Independent Counsel. Trust Fund Amount. The terms of the Trust trust shall provide that upon a Change in Control (i) the Trust trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) the Trustee (as defined below) trustee shall advance, within five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust trust under the same circumstances for under which the Indemnitee would be required to reimburse the Company under Section 2(c) 2(b) of this Agreement), (iii) the Trust trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee 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 the Trust such trust shall revert to the Company upon a final determination by the Independent Counsel Reviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust (the "Trustee") shall be chosen by the Indemnitee. Nothing in this Section 7 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust trust shall be reported as income by the Company for federal, state, local, local and foreign tax purposes. The parties acknowledge that Indemnitee will have no adequate remedy at law if the Company breaches its obligations under this Section 4, and agree that, in addition to any other remedies which may be available, Indemnitee shall pay all costs be entitled to the equitable remedy of establishing specific performance in the event of a breach or threatened breach by the Company of its obligations hereunder. Indemnitee and maintaining the Trust Company further agree that a monetary remedy for breach of this Agreement, at some later date, will be inadequate, impracticable and difficult to prove and further agree that such breach would cause Indemnitee irreparable harm. Accordingly, Indemnitee and the Company agree that Indemnitee shall indemnify the Trustee against any be entitled to temporary and all expenses (including attorney's fees), claims, liabilities, loss, and damages arising out of or relating permanent injunctive relief to enforce this Agreement without the necessity of proving actual damages or irreparable harm. Indemnitee and the establishment Company further agree that Indemnitee shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and maintenance permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by the Trust. Company. View More
Establishment of Trust. In the event of a Potential Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) Control, the Company shall, upon written request by Indemnitee, create a trust "Trust" for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the t...ime of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all 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 any and all Proceedings from time to an Indemnifiable Event. time actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the "Trustee") shall be a bank or trust company or other individual or entity chosen by Indemnitee and reasonably acceptable to the Company. Nothing in this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in 12 the Trust pursuant to the foregoing funding obligation shall be 9 determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach such an agreement, by Independent Counsel. Counsel selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that (i) that, except upon the consent of both Indemnitee and the Company, upon a Change in Control: (a) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) Indemnitee; (b) the Trustee (as defined below) shall advance, to the fullest extent permitted by applicable law, within five two (2) business days of a request by Indemnitee and upon the Indemnitee, execution and delivery to the Company of an undertaking providing that Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) Indemnitee; (c) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, (iv) above; (d) 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, otherwise; and (v) (e) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by Indemnitee and the Company or, if Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 12(b) of competent jurisdiction, as the case may be, this Agreement, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust (the "Trustee") shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney's fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the Trust. Delaware Court in accordance with Section 23 of this Agreement. View More
Establishment of Trust. In the event of a Potential Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) Control, the Company shall, upon written request by Indemnitee, create a trust "Trust" for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the such Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the t...ime of each such request to be incurred in connection with investigating, preparing for, participating in, and/or in or defending any Proceeding relating Proceedings, and any and all 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 any and all Proceedings from time to an Indemnifiable Event. time actually paid or claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the "Trustee") shall be a bank or trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in this Section 16 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be 9 determined by mutual agreement of the Indemnitee and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent Counsel. Counsel selected in accordance with Section 13(b) of this Agreement. The terms of the Trust shall provide that (i) that, except upon the consent of both the Indemnitee and the Company, (a) the Trust shall not be revoked or the principal thereof invaded invaded, without the written consent of the Indemnitee, (ii) Indemnitee; and (b) upon a Change in Control: (i) the Trustee (as defined below) shall advance, make advances of Expenses, to the fullest extent permitted by applicable law, within five two (2) business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) Indemnitee; (ii) the Trust shall continue to be funded by the Company in accordance with the funding obligation obligations set forth above, (iv) above; (iii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification indemnification, or to be held harmless or exonerated pursuant to this Agreement or otherwise, otherwise; and (v) (iv) all unexpended funds in the such Trust shall revert to the Company upon a final determination mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the Company are unable to reach such an agreement, by Independent Counsel or a court selected in accordance with Section 13(b) of competent jurisdiction, as the case may be, this Agreement, that the Indemnitee has been fully indemnified indemnified, held harmless and exonerated under the terms of this Agreement. The trustee of the Trust (the "Trustee") shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income governed by the Company for federal, state, local, Delaware law (without regard to its conflicts of laws rules) and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney's fees), claims, liabilities, loss, and damages arising out of or relating shall consent to this Agreement or the establishment and maintenance exclusive jurisdiction of the Trust. Delaware Court in accordance with Section 24 of this Agreement. View More
Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company Johnson Controls shall, upon written request by Indemnitee, create a trust for the benefit of the 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 suc...h request (a) to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. Event and (b) to be indemnifiable pursuant to this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be 9 determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee (as defined below) shall advance, within five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company Johnson Controls in accordance with the funding obligation set forth above, (iv) (iii) 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, Agreement, and (v) (iv) all unexpended funds in the Trust shall revert to the Company Johnson Controls upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust (the "Trustee") shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company Johnson Controls of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company Johnson Controls for federal, state, local, and foreign tax purposes. The Company Johnson Controls shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney's fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust. View More
Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company Tyco Management shall, upon written request by Indemnitee, create a trust for the benefit of the Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient 9 to satisfy any and all Expenses reasonably anticipated at the time of each su...ch request (a) to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. Event and (b) to be indemnifiable pursuant to this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be 9 determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee (as defined below) shall advance, within five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee on the same terms and conditions as provided in Section 2(c) (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company Tyco Management under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company Tyco Management in accordance with the funding obligation 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, Agreement, and (v) all unexpended funds in the Trust shall revert to the Company Tyco Management upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust (the "Trustee") shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company Tyco Management of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company Tyco Management for federal, state, local, and foreign tax purposes. The Company Tyco Management shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney's fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust. View More
