Common use of Funding Obligations Clause in Contracts

Funding Obligations. Following a request from Indemnitee pursuant to Section 12.1 to establish the Trust with respect to a particular Proceeding, the Company will, from time to time upon written request of Indemnitee, fund the Trust in an amount sufficient to satisfy any and all Expenses and Losses reasonably anticipated at the time of such request to be incurred by or on behalf of Indemnitee in connection with such Proceeding. The amount or amounts to be deposited in the Trust pursuant to the foregoing obligation will be determined by mutual agreement of Indemnitee and the Company, and if they are unable to reach such agreement, then by Independent Counsel. The terms of the Trust will provide that (i) except upon prior written consent of Indemnitee, the Trust will not be revoked or the principal thereof invaded, (ii) the trustee will advance to Indemnitee, within ten business days of a written request by Indemnitee, any and all Expenses (and Indemnitee hereby agrees to execute the Undertaking contemplated by Section 4.1, if required at the time any request for an Expense Advance is submitted to the trustee), (iii) the Trust will continue to be funded by the Company in accordance with the funding obligations set forth in this Section 12.2, (iv) the trustee will promptly pay to Indemnitee any amounts to which Indemnitee is entitled to indemnification pursuant to this Agreement or otherwise and (v) all unexpended funds in the Trust will revert to the Company upon a final determination by mutual agreement of Indemnitee and the Company, or, if they are unable to reach such agreement, then by Independent Counsel, or a court or arbitrator presiding over an action commenced pursuant to Article VIII, if applicable, that Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the establishment of the Trust.

Funding Obligations. Following a request from Indemnitee pursuant to Section 12.1 to establish the Trust with respect to a particular Proceeding, the Company will, from time to time upon written request of Indemnitee, fund the Trust in an amount sufficient to satisfy any and all Expenses and Losses reasonably anticipated at the time of such request to be incurred by or on behalf of Indemnitee in connection with such Proceeding, provided, however, that the aggregate amount that the Company may be required to fund in the Trust with respect to such Proceeding will not, in any event, exceed [$100,000]; and, provided, further, that the aggregate amount that the Company may be required to fund in all Trusts with respect to all Proceedings for which the Company may be required to indemnify Indemnitee will not, in any event, exceed [$250,000]. The amount or amounts to be deposited in the Trust pursuant to the foregoing obligation will be determined by mutual agreement of Indemnitee and the Company, and if they are unable to reach such agreement, then by Independent CounselCounsel (selected as provided in Section 6.3). The terms of the Trust will provide that (i) except upon prior written consent of Indemnitee, the Trust will not be revoked or the principal thereof invaded, (ii) the trustee will advance to Indemnitee, within ten (10) business days of a written request by Indemnitee, any and all Expenses (and Indemnitee hereby agrees to execute the Undertaking contemplated by Section 4.1, if required at the time any request for an Expense Advance is submitted to the trustee), (iii) the Trust will continue to be funded by the Company in accordance with the funding obligations set forth in this Section 12.2, (iv) the trustee will promptly pay to Indemnitee any amounts to which Indemnitee is entitled to indemnification pursuant to this Agreement or otherwise and (v) all unexpended funds in the Trust will revert to the Company upon a final determination by mutual agreement the person, persons or entity making a determination of Indemnitee and the Company, or, if they are unable entitlement to reach such agreement, then by Independent Counsel, indemnification pursuant to Article 6 or a court or arbitrator presiding over an action commenced pursuant to Article VIII8, if applicableas the case may be, that Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the establishment of the Trust.

Funding Obligations. Following a request from Indemnitee pursuant to Section 12.1 to establish the Trust with respect to a particular Proceeding, the Company will, from time to time upon written request of Indemnitee, fund the Trust in an amount sufficient to satisfy any and all Expenses and Losses reasonably anticipated at the time of such request to be incurred by or on behalf of Indemnitee in connection with such Proceeding,; provided, however, that the aggregate amount that the Company may be required to fund in the Trust with respect to such Proceeding will not, in any event, exceed $1,000,000; and, provided, further, that the aggregate amount that the Company may be required to fund in all Trusts with respect to all Proceedings for which the Company may be required to indemnify Indemnitee will not, in any event, exceed $5,000,000. The amount or amounts to be deposited in the Trust pursuant to the foregoing obligation will be determined by mutual agreement of Indemnitee and the Company, and if they are unable to reach such agreement, then by Independent CounselCounsel (selected as provided in Section 6.3). The terms of the Trust will provide that (i) except upon prior written consent of Indemnitee, the Trust will not be revoked or the principal thereof invaded, (ii) the trustee will advance to Indemnitee, within ten five (5) business days of a written request by Indemnitee, any and all Expenses (and Indemnitee hereby agrees to execute the Undertaking contemplated by Section 4.1, if required at the time any request for an Expense Advance is submitted to the trustee), (iii) the Trust will continue to be funded by the Company in accordance with the funding obligations set forth in this Section 12.2, (iv) the trustee will promptly pay to Indemnitee any amounts to which Indemnitee is entitled to indemnification pursuant to this Agreement or otherwise and (v) all unexpended funds in the Trust will revert to the Company upon a final determination by mutual agreement the person, persons or entity making a determination of Indemnitee and the Company, or, if they are unable entitlement to reach such agreement, then by Independent Counsel, indemnification pursuant to Article 6 or a court or arbitrator presiding over an action commenced pursuant to Article VIII8, if applicableas the case may be, that Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the establishment of the Trust.

Funding Obligations. Following Prior to the Closing Date the Parties shall be responsible for the costs of the development of the Cogen Project as follows: (a) SEI, SERI, and their Affiliates shall initially incur all Development Costs; provided that SEI, SERI, and their Affiliates shall not be obligated to incur Development Costs at any time that would cause the Maximum Development Exposure Amount to exceed five million dollars ($5,000,000). On the fifth (5th) day of each calendar month (or the next business day if such fifth (5th) day is not a request from Indemnitee pursuant business day), SERI shall submit an invoice to MESC (together with all supporting documentation) and, subject to Section 12.1 to establish the Trust with respect to a particular Proceeding5.1, the Company willMESC shall pay, from time to time upon written request of Indemnitee, fund the Trust in an amount sufficient to satisfy any and for all Expenses and Losses reasonably anticipated at the time of such request to be Development Costs incurred by SERI or on behalf its Affiliates during the immediately preceding month; provided, however, that, certain third party costs of Indemnitee SERI and its Affiliates for services and equipment procurement may be deferred by MESC in accordance with subsection (b) below. (b) Until a Funding Termination occurs, SERI or its Affiliates shall defer collection from MESC for, or advance to MESC the funds to pay for (which advance shall be promptly applied by MESC to such payment), Development Costs in the nature of equipment procurement and other third party costs incurred by SERI or its Affiliates or MESC or the Cogen Subsidiary in developing the Cogen Project in accordance with this Agreement, including costs incurred or any cancellation charges owed in connection with such Proceeding. The amount or amounts to be deposited in the Trust pursuant to the foregoing obligation will be determined by mutual agreement of Indemnitee EPC Agreement and the Companyheat recovery steam generator contract (all such advances being referred to herein as "Cogen Development Advances"); provided, however, that SERI and if they are unable its Affiliates shall not be obligated to reach such agreementincur or be liable for an aggregate Maximum Development Exposure Amount of more than five million dollars ($5,000,000) at any time. As used herein, then by Independent Counsel. The terms the term "Maximum Development Exposure Amount" means, as of any date, the Trust will provide that sum of (i) except upon prior written consent the unreimbursed amount of Indemnitee(x) all Cogen Development Advances and (y) SERI's and its Affiliates' actual Development Costs, the Trust will not be revoked or the principal thereof invaded, and (ii) cancellation costs (other than SEI Turbine Cancellation Costs) for which SERI or its Affiliates would be liable under any contracts entered into by SERI or its Affiliates with third parties related to the trustee will Cogen Project if such contracts were terminated as of such date. SERI's obligation to defer recovery of Development Costs from or to (or have one or more of its Affiliates to) advance funds to Indemnitee, within ten business days MESC under this Section 3.1(b) is referred to herein as the "SERI Funding Obligation." The SERI Funding Obligation is contingent upon the issuance by the Bankruptcy Court of a written request by Indemnitee, any an order acceptable in form and all Expenses (substance to SERI and Indemnitee hereby agrees the Committee authorizing MESC to execute the Undertaking contemplated by Section 4.1use, if required at necessary to fund the time any request for an Expense Advance is submitted Cogen Project after SERI has fulfilled its SERI Funding Obligation, all cash generated after January 1, 2000 in excess of its operating costs to pay Development Costs or costs incurred by MESC related to the trustee), (iii) the Trust will continue Cogen Project and not to be funded by the Company in accordance with the funding obligations set forth in this Section 12.2, (iv) the trustee will promptly pay to Indemnitee any amounts to which Indemnitee is entitled to indemnification pursuant to this Agreement or otherwise and (v) all unexpended funds in the Trust will revert distributed to the Company upon a final determination by mutual agreement of Indemnitee and the Company, or, if they are unable to reach such agreement, then by Independent Counsel, or a court or arbitrator presiding over an action commenced pursuant to Article VIII, if applicable, that Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the establishment holders of the Trust.Senior Debt. 3.2

Funding Obligations. Following a request from Indemnitee pursuant to Section 12.1 to establish the Trust with respect to a particular Proceeding, the Company will, from time to time upon written request of Indemnitee, fund the Trust in an amount sufficient to satisfy any and all Expenses and Losses reasonably anticipated at the time of such request to be incurred by or on behalf of Indemnitee in connection with such Proceeding, provided, however, that the aggregate amount that the Company may be required to fund in the Trust with respect to such Proceeding will not, in any event, exceed $ ; and, provided, further, that the aggregate amount that the Company may be required to fund in all Trusts with respect to all Proceedings for which the Company may be required to indemnify Indemnitee will not, in any event, exceed $ . The amount or amounts to be deposited in the Trust pursuant to the foregoing obligation will be determined by mutual agreement of Indemnitee and the Company, and if they are unable to reach such agreement, then by Independent CounselCounsel (selected as provided in Section 6.3). The terms of the Trust will provide that (i) except upon prior written consent of Indemnitee, the Trust will not be revoked or the principal thereof invaded, (ii) the trustee will advance to Indemnitee, within ten five (5) business days of a written request by Indemnitee, any and all Expenses (and Indemnitee hereby agrees to execute the Undertaking contemplated by Section 4.1, if required at the time any request for an Expense Advance is submitted to the trustee), (iii) the Trust will continue to be funded by the Company in accordance with the funding obligations set forth in this Section 12.2, (iv) the trustee will promptly pay to Indemnitee any amounts to which Indemnitee is entitled to indemnification pursuant to this Agreement or otherwise and (v) all unexpended funds in the Trust will revert to the Company upon a final determination by mutual agreement the person, persons or entity making a determination of Indemnitee and the Company, or, if they are unable entitlement to reach such agreement, then by Independent Counsel, indemnification pursuant to Article 6 or a court or arbitrator presiding over an action commenced pursuant to Article VIII8, if applicableas the case may be, that Indemnitee has been fully indemnified with respect to the Proceeding giving rise to the establishment of the Trust.