Common use of Indemnification Prior to Certain Actions by Trustee Clause in Contracts

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable security, funding or indemnity, satisfactory to the Trustee, acting reasonably, against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security, funding or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Counterpath Solutions, Inc.), Arrangement Agreement (Counterpath Solutions, Inc.)

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Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding security or indemnity, satisfactory to the Trustee, acting reasonably, indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Class B Special Voting Share pursuant to Article 4, subject to Section 6.157.13, and with respect to the Exchange Right pursuant to Article 5, subject to Section 6.157.13, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Emergency Medical Services CORP), Voting and Exchange Trust Agreement (STAT Healthcare, Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 44 hereof, subject to Section 6.15, and with respect to the Exchange Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.158.15 hereof or its obligations under this Agreement. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 2 contracts

Samples: Exchange and Voting Trust Agreement (Worldpages Com Inc), Exchange and Voting Trust Agreement (Worldpages Com Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4IV hereof, subject to Section 6.15, and with respect to the Exchange Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.157.15 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting Trust Agreement (Mens Wearhouse Inc), Combination Agreement (Mens Wearhouse Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 44 hereof, subject to Section 6.157.15 hereof, and with respect to the Exchange Put Right and the Exchange Right pursuant to Article 55 hereof, subject to Section 6.157.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.155 hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Jag Media Holdings Inc), Voting and Exchange Trust Agreement (Devon Energy Corp /Ok/)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the written request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share ParentCo Preferred Shares pursuant to Article 43 hereof, subject to Section 6.157.12 hereof, and with respect to the Exchange Right pursuant to as specifically provided for in Article 56 hereof, subject to Section 6.157.12 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.156 hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Dialog Group Inc), Voting and Exchange Trust Agreement (Dialog Group Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding security or indemnity, satisfactory to the Trustee, acting reasonably, indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent ParentCo Special Voting Share pursuant to Article 4, subject to Section 6.15section 7.15, and with respect to the Exchange Right pursuant to Article 5, subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Mymetics Corp)

Indemnification Prior to Certain Actions by Trustee. (a) The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding security or indemnity, satisfactory to the Trustee, acting reasonably, indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Right and the Automatic Exchange Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. . (b) None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Arrangement Agreement (Molycorp, Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement trust agreement at the request, order or direction of any Beneficiary Non-Affiliated Holder upon such Beneficiary Non-Affiliated Holder furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Non-Affiliated Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, 0 hereof and with respect to the Exchange Right pursuant to Article 50 hereof, subject to the provisions of Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.150 hereof. None of the provisions contained in this Agreement trust agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting, Support and Exchange Trust Agreement (Planet411 Com Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the written request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting ParentCo Preferred Share pursuant to Article 43 hereof, subject to Section 6.158.15 hereof, and with respect to the Exchange Put Right pursuant to and the Exchange Right as specifically provided for in Article 57 hereof, subject to Section 6.158.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.157 hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Conexant Systems Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding security or indemnity, satisfactory to the Trustee, acting reasonably, indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Right pursuant to Article 5, subject to Section 6.15, 3.0 and with respect to the Automatic Exchange Rights pursuant to Article 5Section 3.0, in either case subject to Section 6.154.15. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Arrangement Agreement (Redback Networks Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein herein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 43 hereof, subject to Section 6.15, and with respect to the Exchange Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.156.15 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting Trust and Exchange Rights Agreement (Pasw Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 43 hereof, subject to Section 6.155.15 hereof, and with respect to the Insolvency Exchange Right pursuant to Article 54 hereof, subject to Section 6.155.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.154 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Exchange Trust Agreement (Daleen Technologies Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable security, funding security or indemnity, satisfactory to the Trustee, acting reasonably, indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, and, if so requested by the Trustee, sufficient funds to cover the costs, expenses and liabilities which may be incurred by the Trustee, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Right pursuant to Article 53, subject to Section 6.154.13, and with respect to the Automatic Exchange Rights Right pursuant to Article 5, subject to Section 6.153. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Exchange Trust Agreement (Polar Wireless Corp.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary Non-Affiliated Holder upon such Beneficiary Non-Affiliated Holder furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Non-Affiliated Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, 4 hereof and with respect to the Exchange Right pursuant to Article 55 hereof, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15provisions of section 7.14 hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless fundedgiven funds, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting, Support and Exchange Trust Agreement (Voice Mobility International Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Trust Agreement at the request, order or direction of any Beneficiary Non-Affiliated Holder upon such Beneficiary Non-Affiliated Holder furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Non-Affiliated Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, and 4 hereof with respect to the Exchange Right pursuant to Article 55 hereof, subject to the provisions of Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.157.15 hereof. None of the provisions contained in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless fundedgiven funds, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting, Support and Exchange Trust Agreement (Cr Resorts Capital S De R L De C V)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement trust agreement at the request, order or direction of any Beneficiary Non-Affiliated Holder upon such Beneficiary Non-Affiliated Holder furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Non-Affiliated Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, Exchange Right and with respect to the Automatic Exchange Right pursuant to Article 54 hereof, subject to the provisions of Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.155.15 hereof. None of the provisions contained in this Agreement trust agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Exchange Trust Agreement (International Business Machines Corp)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement trust agreement at the request, order or direction of any Beneficiary Non-Affiliated Holder upon such Beneficiary Non-Affiliated Holder furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Non-Affiliated Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, 4 hereof and with respect to the Exchange Right pursuant to Article 55 hereof, subject to the provisions of Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.157.15 hereof. None of the provisions contained in this Agreement trust agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting, Support and Exchange Trust Agreement (Veritas Software Corp /De/)

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Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement trust agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable security, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 44 hereof, subject to Section 6.15section 7.15, and with respect to the Exchange Right pursuant to Article 5, 5 hereof; subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.155 hereof. None of the provisions contained in this Agreement trust agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Learning Co Inc)

Indemnification Prior to Certain Actions by Trustee. (a) The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such securityfunding, funding or security and indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Right and the Automatic Exchange Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. . (b) None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (DelMar Pharmaceuticals, Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4IV hereof, subject to Section 6.157.15 hereof, and with respect to the Exchange Put Right and the Exchange Right pursuant to Article 5V hereof, subject to Section 6.157.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15V hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless fundedgiven funds, given security or indemnified and indemnity as aforesaid.

Appears in 1 contract

Samples: Combination Agreement (Edutrek Int Inc)

Indemnification Prior to Certain Actions by Trustee. (a) The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding security or indemnity, satisfactory to the Trustee, acting reasonably, indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article Section 4, subject to Section 6.156.14, and with respect to the Exchange Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights Right pursuant to Article Section 5, subject to Section 6.15. . (b) None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Share Exchange Agreement (Rockford Minerals Inc /Fi)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Right pursuant to Article 53 hereof, subject to Section 6.154.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.153 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Arrangement Agreement (Usx Corp)

Indemnification Prior to Certain Actions by Trustee. (a) The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such securityfunding, funding or security and indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.156.14, and with respect to the Exchange Right and the Automatic Exchange Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. . (b) None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Exchange Agreement (Biotricity Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding security or indemnity, satisfactory to the Trustee, acting reasonably, indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Right pursuant to Article 53, subject to Section 6.154.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.153. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.. 4.7

Appears in 1 contract

Samples: Exchange Trust Agreement

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 44 hereof, subject to Section 6.15section 6.17 hereof and, and with respect to the Exchange Right pursuant to Article 5, 2 subject to Section 6.156.17 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.152. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given security or indemnified as aforesaidauthorities.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Photon Dynamics Inc)

Indemnification Prior to Certain Actions by Trustee. (1) The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. 7.15. (2) None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Coeur D Alene Mines Holdings Co)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement trust agreement at the request, order or direction of any Beneficiary Non-Affiliated Holder upon such Beneficiary Non-Affiliated Holder furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Non-Affiliated Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, 4 hereof and with respect to the Exchange Right pursuant to Article 55 hereof, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15provisions of section 7.15 hereof. None of the provisions contained in this Agreement trust agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless fundedgiven funds, given security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting, Support and Exchange Trust Agreement (Smithfield Foods Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement trust agreement at the request, order or direction of any Beneficiary Non-Affiliated Holder upon such Beneficiary Non-Affiliated Holder furnishing to the Trustee reasonable securityfunding, funding or indemnity, satisfactory to the Trustee, acting reasonably, security and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Non-Affiliated Holder shall be obligated to furnish to the Trustee any such securityfunding, funding security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Share pursuant to Article 4, subject to Section 6.15, 4 hereof and with respect to the Exchange Right pursuant to Article 55 hereof, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15provisions of section 7.16 hereof. None of the provisions contained in this Agreement trust agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security or and indemnified as aforesaid.

Appears in 1 contract

Samples: Combination Agreement (Electronic Retailing Systems International Inc)

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