Common use of Duties of Beneficiaries’ Representative Clause in Contracts

Duties of Beneficiaries’ Representative. The Beneficiaries’ Representative shall convey a Beneficiary’s Demand to the Trustee. Along with the conveyance of such Demand to the Trustee, the Beneficiaries’ Representative shall submit, in a writing signed by the Beneficiaries’ Representative, a statement (a) that the Demand is being made pursuant to the Articles and this Agreement, as each such may be amended or restated from time to time, provided that any such amendment shall be given effect under this Agreement only to the extent that the amendment provides broader indemnification rights than existed prior to such amendment, (b) that the Demand is for satisfaction of indemnification obligations, (c) that the Demand is being made by a Beneficiary, (d) that specifies the amounts being demanded by the Beneficiary, and (e) that he or she is not aware of any facts or conditions that would make indemnification pursuant to this Agreement invalid, provided, however, that the Beneficiaries’ Representative has no duty to independently investigate the validity of a Demand.

Appears in 2 contracts

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

AutoNDA by SimpleDocs

Duties of Beneficiaries’ Representative. The Beneficiaries’ Representative shall convey a Beneficiary’s Demand to the Trustee. Along with the conveyance of such Demand to the Trustee, the Beneficiaries’ Representative shall submit, in a writing signed by the Beneficiaries’ Representative, a statement (ai) that the such Demand is being made pursuant to the Articles and this AgreementArticles, as each such may be amended or and restated from time to time, provided that any such amendment shall be given effect under this Agreement only to the extent that the such amendment provides broader indemnification rights than existed prior to such amendment, (bii) that the Demand is for satisfaction of indemnification obligationsobligations of Grantor, (ciii) that the Demand is being made by a Beneficiary, (div) that specifies the amounts being demanded by the such Beneficiary, and (ev) that he or she the Beneficiaries’ Representative is not aware of any facts or conditions that would make such Demand for indemnification pursuant to this Agreement [invalid], provided, however, that the Beneficiaries’ Representative has no duty to independently investigate the validity of a Demand.

Appears in 1 contract

Samples: Officers’ Indemnification Trust Agreement (Microsoft Corp)

Duties of Beneficiaries’ Representative. The Beneficiaries’ Representative shall convey a Beneficiary’s Demand to the Trustee. Along with the conveyance of such Demand to the Trustee, the Beneficiaries’ Representative shall submit, in a writing signed by the Beneficiaries’ Representative, a statement (ai) that the Demand is being made pursuant to the Articles and this AgreementArticles, as each such may be amended or restated from time to time, provided that any such amendment shall be given effect under this Agreement only to the extent that the amendment provides broader indemnification rights than existed prior to such amendment, (bii) that the Demand is for satisfaction of indemnification obligations, (ciii) that the Demand is being made by a Beneficiary, (div) that specifies the amounts being demanded by the Beneficiary, and (ev) that he or she is not aware of any facts or conditions that would make indemnification pursuant to this Agreement invalid, provided, however, that the Beneficiaries’ Representative has no duty to independently investigate the validity of a Demand.

Appears in 1 contract

Samples: Indemnification Trust Agreement (Microsoft Corp)

Duties of Beneficiaries’ Representative. The Beneficiaries’ Representative shall convey a Beneficiary’s Demand to the Trustee. Along with the conveyance of such Demand to the Trustee, the Beneficiaries’ Representative shall submit, in a writing signed by the Beneficiaries’ Representative, a statement (ai) that the such Demand is being made pursuant to the Articles and this AgreementArticles, as each such may be amended or and restated from time to time, provided that any such amendment shall be given effect under this Agreement only to the extent that the such amendment provides broader indemnification rights than existed prior to such amendment, (bii) that the Demand is for satisfaction of indemnification obligations, (ciii) that the Demand is being made by a Beneficiary, (div) that specifies the amounts being demanded by the such Beneficiary, and (ev) that he or she is not aware of any facts or conditions that would make indemnification pursuant to this Agreement invalidinappropriate, provided, however, that the Beneficiaries’ Representative has no duty to independently investigate the validity of a Demand.

Appears in 1 contract

Samples: Indemnification Trust Agreement (Microsoft Corp)

AutoNDA by SimpleDocs

Duties of Beneficiaries’ Representative. The Beneficiaries’ Representative shall convey a Beneficiary’s Demand to the Trustee. Along with the conveyance of such Demand to the Trustee, the Beneficiaries’ Representative shall submit, in a writing signed by the Beneficiaries’ Representative, a statement (a) that the such Demand is being made pursuant to the Articles and this Agreement, as each such may be amended or and restated from time to time, provided that any such amendment shall be given effect under this Agreement only to the extent that the such amendment provides broader indemnification rights than existed prior to such amendment, (b) that the Demand is for satisfaction of indemnification obligationsobligations of Grantor, (c) that the Demand is being made by a Beneficiary, (d) that specifies the amounts being demanded by the such Beneficiary, and (e) that he or she the Beneficiaries’ Representative is not aware of any facts or conditions that would make such Demand for indemnification pursuant to this Agreement invalid, provided, however, that the Beneficiaries’ Representative has no duty to independently investigate the validity of a Demand.

Appears in 1 contract

Samples: Officers’ Indemnification Trust Agreement (Microsoft Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!