Common use of Direction of Investment Clause in Contracts

Direction of Investment. Notwithstanding anything contained in this Agreement to the contrary, Grantor retains the right to direct the investment of the Trust Fund and the Trustee shall have no duty to review or recommend investments; provided, however, that Grantor shall only direct the Trustee to invest the Trust Fund in Eligible Securities in accordance with Grantor’s current cash-management policies. If Grantor instructs the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent of the Beneficiaries’ Representative as to the investment(s) in such Other Eligible Securities. If for any reason Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed investment is in other than Eligible Securities), the Trustee shall invest the Trust Fund in accordance with the last instruction received. In the event the Trustee is required to make a distribution pursuant to Section 4.7 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall promptly notify the Grantor. The Grantor shall then direct the Trustee as to which Trust investments to liquidate in order to cover the required distribution; if Grantor does not respond to the Trustee’s inquiry within two (2) Business Days the Trustee shall liquidate investments in the order specified in Exhibit B. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Agreement. Grantor and the Beneficiaries’ Representative acknowledge that regulations of the Comptroller of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occur.

Appears in 2 contracts

Samples: Indemnification Agreement (Microsoft Corp), Directors’ Indemnification Trust Agreement (Microsoft Corp)

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Direction of Investment. Notwithstanding anything contained in this Agreement to the contrary, Grantor retains the right to direct the investment of the Trust Fund and the Trustee shall have no duty to review or recommend investments; provided, however, that Grantor shall only direct the Trustee to invest the Trust Fund in Eligible Securities in accordance with Grantor’s current cash-management policies. If Grantor instructs the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent of the Beneficiaries’ Representative as to the investment(s) in such Other Eligible Securities. Unless otherwise instructed by Grantor in writing, the Trustee shall initially maintain the investments in the account or accounts transferred from the 2009 Trust, which amounts following transfer shall be subject to this Section 4.6. If for any reason one or more existing investments shall not be available going forward, and Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed investment is in other than Eligible Securities), then the Trustee shall invest the Trust Fund in a accordance with the last instruction received. In the event the Trustee is required to make a distribution pursuant to Section 4.7 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall promptly notify the Grantor. The Grantor shall then direct the Trustee as to which Trust investments to liquidate in order to cover the required distribution; if Grantor does not respond to the Trustee’s inquiry within two forty-eight (248) Business Days hours the Trustee shall liquidate investments in the order specified in Exhibit B. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Agreement. Grantor and the Beneficiaries’ Representative acknowledge that regulations of the Comptroller of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occur.

Appears in 1 contract

Samples: Officers’ Indemnification Trust Agreement (Microsoft Corp)

Direction of Investment. Notwithstanding anything Account Holder acknowledges that it is Account Xxxxxx’s sole responsibility to direct the investment of their Custodial Funds and that NDTCO, acting as custodian of your Account, will have no responsibility or involvement in evaluating or selecting any assets for acquisition or disposition, and shall have no liability for any loss or damage that may result from or be associated with any requested investment transaction. Account Holder shall direct all investment transactions, including earnings and the proceeds from securities sales. Account Holder understands that its investment choices are limited to investments that NDTCO is capable of holding in the ordinary course of its business and in accordance with Federal laws and applicable IRS rules and regulations as well as its policies and practices. NDTCO reserves the right to not accept any investment into the Account if in NDTCO’s sole discretion we determine that such investment may pose an unacceptable administrative burden. Unacceptable administrative burdens include, but are not limited to, the inability of our computer, accounting, or other systems to service the asset or excessive manual labor to service the asset. In addition, all assets must comply with Federal law and IRS rules and regulations as well as NDTCO policies. NDTCO reserves the right to review any or all investments to determine if the asset is administratively feasible. NDTCO’s review will be solely administrative in nature as NDTCO does not perform any type of feasibility study, nor does NDTCO research or confirm any financial information regarding any investment. Further, NDTCO’s decision to not accept an asset should in no way be construed as a determination concerning the prudence or suitability of the investment for your Account. Likewise, acceptance of the asset by NDTCO should not be construed as a favorable opinion as or confirmation of the prudence or suitability of the investment for your Account. Finally, NDTCO’s review of any asset you desire to purchase and hold in the Account should in no way be construed as a “due diligence” review of any investment. In the absence of instructions from you or if your instructions are not in a form acceptable to NDTCO, you authorize NDTCO to deposit your undirected cash into pooled deposit accounts at one or more FDIC or other United States government insured institutions or in United States government securities or in securities that are insured or guaranteed by the United States government pending further investment direction by Depositor. All income generated by such pooled deposit accounts shall be retained by NDTCO as fees. NDTCO shall be under no obligation to secure, verify title to or otherwise evaluate the assets underlying any investment you may authorize, or to obtain or maintain insurance coverage (whether liability, property or otherwise) with respect to any such assets or investments or the collateral for such investment. NDTCO shall incur no liability to you in acting upon any instrument, certificate or paper NDTCO believes to be genuine and to be signed or presented by the proper person or persons, and NDTCO shall have no duty to make any investigation or inquiry as to any statement contained in this Agreement any such writing but may accept the same as conclusive evidence of the truth and accuracy of such statements. Further, NDTCO will not provide legal or tax services or advice with respect to any transaction you authorize, and you agree to absolve and indemnify NDTCO in the contraryevent that such transaction violates any federal or state law or regulation or otherwise, Grantor retains or results in a disqualification, penalty or tax imposed upon the Account. Furthermore, Account Xxxxxx authorizes and directs NDTCO to execute and deliver, on behalf of your Account, any and all documents delivered to NDTCO in connection with such transaction; and NDTCO shall have no responsibility to verify or determine that any such documents are complete, accurate or constitute the documents necessary to comply with your direction. All transactions shall be subject to any and all applicable Federal and State laws and regulations and the rules, regulations, customs and usages of any exchange, market or clearing house where the transaction is executed and to NDTCO policies and practices. After the death of the sole surviving Account holder, the beneficiary(s) of the Account shall have the right to direct the investment of the Trust Fund and the Trustee shall have no duty to review or recommend investments; providedAccount assets, however, that Grantor shall only direct the Trustee to invest the Trust Fund in Eligible Securities in accordance with Grantor’s current cash-management policies. If Grantor instructs the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent of the Beneficiaries’ Representative as subject to the investment(s) in such Other Eligible Securities. If for any reason Grantor shall fail same conditions that applied to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed investment is in other than Eligible Securities), the Trustee shall invest the Trust Fund in accordance with the last instruction received. In the event the Trustee is required to make a distribution pursuant to Section 4.7 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall promptly notify the Grantor. The Grantor shall then direct the Trustee as to which Trust investments to liquidate in order to cover the required distribution; if Grantor does not respond to the Trustee’s inquiry within two (2) Business Days the Trustee shall liquidate investments in the order specified in Exhibit B. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by Account Holder under this Agreement. Grantor and the Beneficiaries’ Representative acknowledge that regulations of the Comptroller of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occur.

Appears in 1 contract

Samples: Custodial Account Agreement

Direction of Investment. Notwithstanding anything contained in this Agreement to the contraryExcept as set forth herein, Grantor retains shall have the exclusive right to direct the investment of the Trust Fund Fund; provided, however, that such investments shall be limited solely to investments in Eligible Securities. The Grantor will initiate the trades for these Eligible Securities and the Trustee will settle these trades in the account of the Trust Fund. The Trustee shall have no duty to review or recommend investments; provided, however, that Grantor shall only direct the Trustee to invest the Trust Fund in Eligible Securities in accordance with Grantor’s current cash-management policies. If Grantor instructs the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent of the Beneficiaries’ Representative as to the investment(s) in such Other Eligible Securities. If for any reason investments in any Eligible Securities as directed by Grantor cannot be made, or if Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed investment is in other than Eligible Securities)Fund, the Trustee shall invest the Trust Fund shall be invested by the Trustee in accordance Money Market Funds. The parties acknowledge that shares in such Money Market Funds are not obligations of Wilmington Trust Company or Wilmington Trust Corporation, are not deposits and are not insured by the FDIC. The Trustee or its affiliate may be compensated by the Money Market Fund for services rendered in its capacity as investment advisor, or other service provider, and such compensation is both described in detail in the prospectus for the fund, and is in addition to compensation, if any, paid to Wilmington Trust Company in its capacity as Trustee hereunder. Any investment income received on the Trust Fund will be deposited into the Trust Fund and invested with the last instruction receivedTrust Fund. In The Trustee shall not be accountable for any losses resulting from the event sale or depreciation in the market value of such investments thereof. If the Trustee is required to make a distribution pursuant to Section 4.7 4.6 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall promptly notify seek the Grantor. The Grantor shall then direct written direction of the Trustee as Beneficiaries’ Representative with regard to which Trust investments to liquidate in order to cover the required distribution; if Grantor . Beneficiaries’ Representative shall respond to the Trustee in writing within forty-eight (48) hours to any such request by the Trustee for direction with regard to which Trust investments to liquidate in order to cover the required distributions. If the Beneficiaries’ Representative does not respond to the Trustee’s inquiry within two such forty-eight (248) Business Days hour period the Trustee shall liquidate investments make a distribution limited to the amount of cash in the order specified in Exhibit B. The Trustee may purchase or sell to itself or any affiliate, Trust Fund existing at that time until such time as principal or agent, investments authorized by this Agreement. Grantor and the Beneficiaries’ Representative acknowledge that regulations responds to the Trustee following which the Trustee shall make the balance of the Comptroller required distributions after the liquidation of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occurdesignated Trust investment.

Appears in 1 contract

Samples: Indemnification Trust Agreement (Pinnacle Entertainment Inc)

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Direction of Investment. Notwithstanding anything contained in this Agreement to the contrary, Grantor retains the right to direct the investment of the Trust Fund and the Trustee shall have no duty to review or recommend investments; provided, however, that the Grantor shall only direct the Trustee to invest the Trust Fund in Eligible Securities in accordance with Grantor’s current cash-management policies. If the Grantor instructs the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent of the Beneficiaries’ Representative as to the investment(s) in such Other Eligible Securities. Upon written instruction from the Grantor the Trustee shall transfer the securities in the account or accounts for the 1993 Trust to the account for the 2009 Trust, which amounts following transfer shall be subject to this Section 4.6. If for any reason one or more investments on Exhibit B shall not be available, and Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed investment is in other than Eligible Securities), then the Trustee shall invest the Trust Fund in accordance with a Money Market Fund or in the last instruction receivedbank cash reserve product for which a prior written authorization shall have been obtained. In the event the Trustee is required to make a distribution pursuant to Section 4.7 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall promptly notify seek the Grantor. The advice of the Grantor shall then direct the Trustee as with regard to which Trust investments to liquidate in order to cover the required distribution; if the Grantor does not respond to the Trustee’s inquiry within two forty-eight (248) Business Days hours the Trustee shall liquidate use its discretion in choosing which investments in the order specified in Exhibit B. to liquidate. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Agreement. The Grantor and the Beneficiaries’ Representative acknowledge that regulations of the Comptroller comptroller of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, the Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR C.F.R. 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occur.

Appears in 1 contract

Samples: Officers’ Indemnification Trust Agreement (Microsoft Corp)

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