Common use of Duties and Responsibilities of Beneficiaries’ Representative Clause in Contracts

Duties and Responsibilities of Beneficiaries’ Representative. The Beneficiaries’ Representative (and any successor Beneficiaries’ Representative) shall have the following affirmative duties and responsibilities: 4.9.1 To demand deposits from Grantor so as to maintain the Minimum Balance of the Trust in accordance with Section 3.3 and any Additional Contributions required by Section 3.4; 4.9.2 To demand payment by the Trustee to a Beneficiary who has made a Demand and who, in the good faith judgment of the Beneficiaries’ Representative, has satisfied the conditions for indemnification as set forth in this Agreement and the Articles, provided, however, that the Beneficiaries’ Representative has no duty to independently investigate the validity of a Demand; and 4.9.3 To use commercially reasonable efforts to cause Grantor and the Trustee to discharge their respective responsibilities under this Agreement and the responsibilities of Grantor under the Articles, including the bringing of legal actions and proceedings to enforce such agreement.

Appears in 3 contracts

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

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Duties and Responsibilities of Beneficiaries’ Representative. The Beneficiaries’ Representative (and any successor Beneficiaries’ Representative) shall have the following affirmative duties and responsibilities: 4.9.1 To demand deposits from the Grantor so as to maintain the Minimum Balance of the Trust in accordance with Section 3.3 and any Additional Contributions required by Section section 3.4; 4.9.2 To demand payment by the Trustee to a Beneficiary who has made a Demand and who, in the good faith judgment of the Beneficiaries’ Representative, has satisfied the conditions for indemnification as set forth in this Agreement and the Articles, provided, however, that the Beneficiaries’ Representative has no duty to independently investigate the validity of a Demand; and 4.9.3 To use commercially reasonable efforts to cause the Grantor and the Trustee to discharge their respective responsibilities under this Agreement and the responsibilities of the Grantor under the Articles, including the bringing of legal actions and proceedings to enforce such agreement.

Appears in 2 contracts

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

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Duties and Responsibilities of Beneficiaries’ Representative. The Beneficiaries’ Representative (and any successor Beneficiaries’ Representative) shall have the following affirmative duties and responsibilities: 4.9.1 To demand deposits from the Grantor so as to maintain the Minimum Balance of the Trust in accordance with Section 3.3 and any Additional Contributions required by Section section 3.4; 4.9.2 To demand payment by the Trustee to a Beneficiary who has made a Demand and who, in the good faith judgment of the Beneficiaries’ Representative, has satisfied the conditions for indemnification as set forth in this Agreement and the Articles, provided, however, that the Beneficiaries’ Representative has no duty to independently investigate the validity of a Demand; and 4.9.3 To use commercially reasonable efforts to generally cause the Grantor and the Trustee to discharge their respective responsibilities under this Agreement and the responsibilities of the Grantor under the Articles, including the bringing of legal actions and proceedings to enforce such agreement.

Appears in 1 contract

Samples: Indemnification Trust Agreement (Microsoft Corp)

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