For the Plan of Allocation Sample Clauses

For the Plan of Allocation. 8.2.3.1. Class Counsel shall propose to the Court the Plan of Allocation attached as Exhibit 3. To the extent they were participants or beneficiaries of the Plan at any time during the Class Period, Defendants and their Immediate Family Members will be excluded from the Plan of Allocation.
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For the Plan of Allocation. The Plan of Allocation attached as Exhibit C hereto provides for the allocation of the Settlement Fund net of the disbursements called for in Sections 8.2.1, 8.2.2, 8.2.3, and 8.2.4 (“Net Proceeds”). Upon the Judgment becoming Final as provided in Section 2.3, and after the amounts payable pursuant to Sections 8.2.1, 8.2.2, 8.2.3 and 8.2.4 have been determined and disbursed, Co-Lead Counsel shall direct the Financial Institution to disburse the Net Proceeds to the master trust for the Plans for allocation to or for the benefit of members of the Settlement Class. The Parties agree that the deposit of the Net Proceeds into the trust created under the Plans shall constitute “restorative payments” within the meaning of Revenue Ruling 2002-45 for all purposes. Defendants shall direct State Street Bank and Trust Company, or any successor Trustee of the Plans, or any other authorized entity, to allocate the Net Proceeds received by the Plans’ trust according to the Plan of Allocation and shall notify Co-Lead Counsel as to the date(s) and amount(s) of said allocation(s), but Defendants shall have no liability for the failure by State Street Bank and Trust Company, or any successor Trustee of the Plans, the Plans’ record-keeper, or any other authorized entity, to follow such directions provided that, in the event of any failure by State Street Bank and Trust Company, or any successor Trustee of the Plans, or any other authorized entity, to follow directions from Defendants given pursuant to this Section 8.2.5, the Defendants shall assist in seeking to enforce such directions. All reasonable fees and expenses of State Street Bank and Trust Company, or any predecessor or successor Trustee of the Plans, the Plans’ record-keeper or any other authorized entity, with respect to implementation of the Plan of Allocation shall be Plans’ expenses paid solely out of the Net Proceeds and shall be timely paid by the Plans without further order of the Court. Defendants warrant that they either have obtained or will obtain the authority to direct that the Net Proceeds received by the Plans’ trust be allocated according to the Plan of Allocation. Defendants shall have no responsibility for structuring the content of the Plan of Allocation, or for its design or implementation, but will have the right to review it for feasibility and cost before presentation to the Court. The Plan of Allocation is a matter separate and apart from the Settlement between the Parties, and no decision b...
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For the Plan of Allocation. Class Counsel shall propose to the Court a Plan of Allocation. To the extent they were participants or beneficiaries of the Plan at any time during the Class Period, Defendants and their Immediate Family Members, any entity in which a Defendant has a controlling interest, and their heirs, Successors-in-Interest, or assigns (in their capacities as heirs, Successors-in-Interest, or assigns) will be excluded from the Plan of Allocation. The Plan of Allocation is a matter separate and apart from the Settlement between the Parties, and no decision by the Court concerning the Plan of Allocation shall affect the validity of the Settlement Agreement or finality of the Settlement in any manner. The Investment Committees Defendants shall make best efforts to ensure that the Company and/or the Settlement Administrators or SIP Recordkeeper will, at the request of Class Counsel and without charge, review the proposed Plan of Allocation to determine whether sufficient data exists to effectuate it. Defendants, the Company, XL Insurance, and their Successors-in-Interest shall have no liability in the event of any action or failure to act by the Settlement Administrator or by any other entity with respect to the creation, calculation, or implementation of the Plan of Allocation. The Settlement Administrator shall be solely responsible for the calculation of the amount of the Settlement Proceeds to be distributed to qualified Settlement Class members, and for the issuance of any tax notices arising from the payments made pursuant to the Plan of Allocation.
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For the Plan of Allocation. Class Counsel shall propose to the Court and to the Independent Fiduciary a Plan of Allocation, and may propose to the Court an amended Plan of Allocation with the consent of the Independent Fiduciary. To the extent they were participants or beneficiaries of the Plan at any time during the Class Period, Defendants and their Immediate Family Members, any entity in which a Defendant has a controlling interest, and their heirs, Successors-in-Interest, or assigns (in their capacities as heirs, Successors-in-Interest, or assigns) will be excluded from the Plan of Allocation. The Company will, at the request of Class Counsel and without charge, consult with and provide Class Counsel with any reasonable information related to the administration and feasibility of any Plan of Allocation being considered by Class Counsel (all such information to be kept confidential by Class Counsel and used exclusively for this purpose). Defendants and their Successors-in-Interest shall have no liability in the event of any action or failure to act by any entity with respect to the creation, calculation, or implementation of the Plan of Allocation.
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For the Plan of Allocation. Class Counsel shall propose to the Court a Plan of Allocation (“Plan of Allocation”) that shall provide for the allocation of the Settlement Fund net of the disbursements called for in sections 8.2.1, 8.2.2 and 8.2.3 (“Net Proceeds”). Such Plan of Allocation will provide the method by which the specific dollar amount to be allocated by the Plan as to each member of the Settlement Class will be calculated. On or after the Effective Date, Class Counsel shall direct the Financial Institution to disburse the Net Proceeds to the Plan for distribution by the Plan’s trustee in accordance with the Plan of Allocation. The Defendants will be excluded from the Plan of Allocation. The Plan of Allocation is a matter separate and apart from the Settlement between the Parties, and no decision by the Court concerning the Plan of Allocation shall affect the validity of the Settlement Agreement or finality of the Settlement in any manner. Nothing herein shall constitute approval or disapproval of the Plan of Allocation by the Releasees, and the Releasees shall have no responsibility or liability for the Plan of Allocation and shall take no position for or against the Plan of Allocation before the Court, other than as set forth in the following paragraph.
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Related to For the Plan of Allocation

  • Certain Interpretive Matters Unless the context of this Agreement otherwise requires, (1) “it” or “its” or words of any gender include each other gender, (2) words using the singular or plural number also include the plural or singular number, respectively, (3) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (4) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (5) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (6) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

  • Regulation AB Compliance; Intent of the Parties; Reasonableness The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with all reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Trust, each Servicer, the Trustee and each Custodian shall cooperate fully with the Depositor to deliver to the Depositor (including its assignees or designees), any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to each Servicer, the Trustee and each Custodian, as applicable, reasonably believed by the Depositor to be necessary in order to effect such compliance.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Parties in Interest; Third Party Beneficiaries The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth herein; provided, that (i) the Company is an express third party beneficiary of this Agreement and shall have the enforcement rights provided in Section 5 of this Agreement and no others, and (ii) any Non-Recourse Party may rely on and enforce the provisions of Section 3 hereof.

  • Parties in Interest; No Third Party Beneficiaries Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties hereto. Neither this Agreement nor any other agreement contemplated hereby shall be deemed to confer upon any person not a party hereto or thereto any rights or remedies hereunder or thereunder.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Officers and Trustees’ Good Faith Action, Expert Advice, No Bond or Surety The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. An officer or Trustee shall be liable to the Trust and to any Shareholder solely for such officer’s or Trustee’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of such officer or Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties as officers or Trustees. No such officer or Trustee shall be liable for any act or omission in accordance with such advice and no inference concerning liability shall arise from a failure to follow such advice. The officers and Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

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