Trustee Contract Clauses (109)

Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the Subsidiary Guarantee for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and the Company. All of the provisions contained in the Indenture in respect of the rights, privileges, protections, immunities, powers and duties of the Trustee shall be applicable in respect of this Second Sup...plemental Indenture as fully and with like force and effect as though fully set forth in full herein. View More

Trustee. The Trustee accepts the amendment of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indentu...re as hereby amended. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuers or for or with respect to (i) the validity, efficacy, or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuers, Parent, Subsidiary Guarantors or New Guarantors, as applicable, by corporate action or otherwise, or (iii) the due execution hereof by the Issuers, Parent, Subsidiary Guarantors or New Guarantors, as applicable, and the Trustee makes no representation with respect to any such matters. View More

Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Company.

Trustee. Approved 102 Awards which shall be granted under this Appendix and/or any shares of Common Stock allocated or issued thereunder and/or other shares of Common Stock received subsequently following any realization of rights, including without limitation bonus shares, shall be allocated or issued to the Trustee and held for the benefit of the Israeli Participants, or shall be supervised by the Trustee in accordance with the instructions set forth by the ITA, for such period of time as required by S...ection 102 or any regulations, rules or orders or procedures promulgated thereunder (the "Holding Period"), and the Israeli Participant shall not sell or release from trust any such Awards or shares of Common Stock, until the lapse of the Holding Period. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 of the Ordinance and under any rules or regulation or orders or procedures promulgated thereunder shall apply to and shall be borne by such Israeli Participant only. 4.2. In the case the requirements for Approved 102 Awards are not met, then the Approved 102 Awards may be regarded as Unapproved 102 Awards, all in accordance with the provisions of Section 102. 4.3. Notwithstanding anything to the contrary, the Trustee shall not release any Awards or shares 3 of Common Stock allocated or issued upon the grant or the exercise of Approved 102 Awards prior to the fulfillment of both of the following conditions: (i) payment has been made to the ITA of all taxes required to be paid upon the release and transfer of such Awards and/or shares of Common Stock, and confirmation of such payment has been received by the Trustee; and (ii) the Trustee has confirmed with the Company that all requirements for such release and transfer have been fulfilled according to the terms of the Company's corporate documents, the Plan, the Award Agreement and any applicable law. 4.4. Upon receipt of Approved 102 Award, the Israeli Participant will sign an undertaking to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation with this Appendix, or any Approved 102 Award or share of Common Stock granted to him/her thereunder. 4.5. In order to ensure the full payment of tax by an Israeli Participant the Company may, at its own discretion, deposit with or subject to supervision of the Trustee, any 3(i) Award or Unapproved 102 Award which shall be granted under this Appendix and/or any shares of Common Stock allocated or issued thereunder and/or other shares of Common Stock received subsequently following any realization of rights, including without limitation bonus shares, and the Trustee shall hold such Awards and/or shares of Common Stock, for the benefit of the Israeli Participants for such period of time as determined by the Company or its Affiliates. View More

Trustee. The Awards and the underlying Shares and/or any additional rights, including without limitation any right to receive any dividends, dividend equivalents or any shares received as a result of an adjustment made under the Plan, that may be granted in connection with the Awards (the "Additional Rights") shall be issued to the Trustee for your benefit under the provisions of the 102 Capital Gains Route for at least the period stated in Section 102 of the Ordinance and the Income Tax Rules (Tax Benef...its in Share Issuance to Employees) 5763-2003 (the "Rules"). In the event the Awards do not meet the requirements of Section 102 of the Ordinance, such Awards and the underlying Shares shall not qualify for the favorable tax treatment under the Capital Gains Route of Section 102 of the Ordinance. The Company makes no representations or guarantees that the Awards will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is not available under Section 102 of the Ordinance. Any fees associated with any sale, transfer or any act in relation to the Awards shall be borne by you and the Trustee and/or the Company shall be entitled to withhold or deduct such fees from payments otherwise due to you from the Company or the Trustee. In accordance with the requirements of Section 102 of the Ordinance and the Capital Gains Route, you shall not sell nor transfer the Shares or Additional Rights from the Trustee until the end of the required Holding Period. Notwithstanding the above, if any such sale or transfer occurs before the end of the required Holding Period, you shall bear the sanctions under Section 102. View More

Trustee. In carrying out the Trustee's responsibilities hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The Trustee makes no representations as to the validity or sufficiency of this Thirteenth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and NGC and not of the Trustee.

Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Issuer, and not of the Trustee.

Trustee. Approved 102 Options which shall be granted under the ISOP and/or any Shares allocated or issued upon exercise of such Approved 102 Options and/or other shares received subsequently following any realization of rights including, without limitation, bonus shares and shares issued pursuant to a stock split, shall be allocated or issued to the Trustee (and registered in the Trustee's name in the register of members of the Company) and held for the benefit of the Optionees for such period of time as... required by Section 102 or any regulations, rules or orders or procedures promulgated thereunder (the "Holding Period"). All certificates, if issued, representing Shares issued to the Trustee under the Plan shall be deposited with the Trustee, and shall be held by the Trustee until such time that such Shares are released from the aforesaid trust as herein provided. In the case the requirements for Approved 102 Options are not met, then the Approved 102 Options may be treated as Unapproved 102 Options, all in accordance with the provisions of Section 102 and regulations promulgated thereunder. 7.2. Notwithstanding anything to the contrary, the Trustee shall not release any Shares allocated or issued upon exercise of Approved 102 Options prior to the full payment of the Optionee's tax liabilities arising from Approved 102 Options, which were granted to such Optionee and/or any Shares allocated or issued upon exercise of such Options. 7.3. With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulations or orders or procedures promulgated thereunder, an Optionee shall not sell or release from trust any Share received upon the exercise of an Approved 102 Option and/or any share received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102 of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the provisions of Section 102 of the Ordinance and any applicable rules, regulations, orders or procedures promulgated thereunder shall apply to and shall be borne by such Optionee. 8 THE 2011 ISRAELI SHARE OPTION PLAN 7.4. Upon receipt of Approved 102 Option, the Optionee will sign an undertaking to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation with the ISOP, or any Approved 102 Option or Share granted to him thereunder. 7.5. The execution of any instructions given to the Trustee by an Optionee shall, unless such right is waived by the Company, be subject to approval of such order by the Company. The Company shall not approve instructions given by an Optionee to the Trustee within if such instructions are in full compliance with the terms of the Plan, the Company's Articles and any law. The approval by the Company of any instructions given to the Trustee by an Optionee shall not constitute proof of the Company's recognition or acknowledgement or acceptance of any right of such Optionee. View More

Trustee. All references in the Deed of Trust to "Trustee" shall mean W. Todd Ross, Trustee, as designated and appointed as Trustee in substitution of Andrew B. Agee in accordance with Virginia Code Section 55-59(9).