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 trust agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable security or 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 or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Source Special Voting Share pursuant to Article 4 hereof, subject to section 7.15, and with respect to the Exchange Right pursuant to Article 5 hereof, subject to section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5 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, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Source Media 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 trust agreement Agreement at the request, order or direction of any Beneficiary any, Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to (i) the Source Special Voting Share pursuant to Article 4 hereof, subject to section 7.156.15 hereof, and with respect to (ii) the Exchange Right pursuant to Article 5 hereof, subject to section 7.156.15 hereof, and with respect to (iii) the Automatic Exchange Rights pursuant to Article 5 hereof. None of the provisions contained in this trust 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, funded and given security and indemnified indemnity as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Sonic Environmental 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 trust agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable funding, security or 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 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 Source Special Voting Share pursuant to Article 4 IV hereof, subject to section 7.15Section 7.15 hereof, and with respect to the Exchange Put Right and the Exchange Right pursuant to Article 5 V hereof, subject to section 7.15Section 7.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5 V 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 funded, given funds, security and indemnified as aforesaid.

Appears in 1 contract

Samples: Combination Agreement (National Oilwell 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 Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable funding, security or 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 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 Source Special Voting Share pursuant to Article 4 hereof, subject to section 7.15Section 7.15 hereof, and with respect to the Exchange Put Right pursuant to Article 5 hereof, subject to section 7.15Section 7.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5 hereof, subject to Section 7.15 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 funded, given funds, security and indemnified as aforesaid.

Appears in 1 contract

Samples: Combination Agreement (Calpine Corp)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall will exercise any or all of the rights, duties, powers or authorities vested in it by this trust agreement Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall Holder will be obligated to furnish to the Trustee any such 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 Source Special Voting Share AOI Trust Stock pursuant to Article 4 hereof, subject to section 7.157.15 hereof, and with respect to the Exchange Right pursuant to Article 5 hereof, subject to section 7.157.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5 hereof. None of the provisions contained in this trust agreement shall Agreement will 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 and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Agreement (Apple Orthodontix 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 Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or and indemnity satisfactory to the Trustee against the costs, expenses and liabilities which (including the reasonable fees and expenses of its attorneys and agents) that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to (i) the Source Special Voting Share pursuant to Article 4 hereof, subject to section 7.156.15 hereof, and with respect to (ii) the Exchange Right pursuant to Article 5 hereof, subject to section 7.156.15 hereof, and with respect to (iii) the Automatic Exchange Rights pursuant to Article 5 hereof. None of the provisions contained in this trust 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, funded and given security and indemnified indemnity as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Orbital Sciences Corp /De/)

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 Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to (i) the Source Special Voting Share Deposited Shares pursuant to Article 4 hereof, subject to section 7.156.15 hereof, and with respect to (ii) the Exchange Right pursuant to Article 5 hereof, subject to section 7.156.15 hereof, and with respect to (iii) the Automatic Exchange Rights pursuant to Article 5 hereof. None of the provisions contained in this trust 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, funded and given security and indemnified indemnity as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Broadcom Corp)

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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 trust agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or 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 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 Source Special Voting Share pursuant to Article 4 hereof, subject to section 7.15Section 7(o) hereof, and with respect to the Exchange Right pursuant to Article 5 hereof, subject to section 7.15Section 7(o) hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5 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 funded, given funds, security and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Veritas DGC 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 Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to (i) the Source Special Voting Share pursuant to Article 4 hereof, subject to section 7.15SectionE6.15 hereof, and with respect to (ii) the Exchange Right pursuant to Article 5 hereof, subject to section 7.15Section 6.15 hereof, and with respect to (iii) the Automatic Exchange Rights pursuant to Article 5 hereof. None of the provisions contained in this trust 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, funded and given security and indemnified indemnity as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Applied Cellular Technology 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 Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or 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 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 Source Special Voting Share pursuant to Article 4 hereof, subject to section 7.15Section 7.15 hereof, and with respect to the Exchange Right pursuant to Article 5 hereof, subject to section 7.15Section 7.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5 hereof. None of the provisions contained in this trust 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 and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Amdocs LTD)

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 upon such Beneficiary furnishing to the Trustee reasonable funding, security or 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 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 Source Special Voting Share pursuant to Article 4 hereof, subject to section 7.157. l 5, and with respect to the Exchange Right pursuant to Article 5 hereof, subject to section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5 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 funded, given security and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Silicon Graphics Inc /Ca/)

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