Independent Fiduciary. The Independent Fiduciary, retained by Defendants on behalf of the Plan, shall have the following responsibilities, including determining whether to approve and authorize the settlement of Released Claims on behalf of the Plan. The Independent Fiduciary shall comply with all relevant conditions set forth in Prohibited Transaction Class Exemption 2003-39, “Release of Claims and Extensions of Credit in Connection with Litigation,” issued December 31, 2003, by the United States Department of Labor, 68 Fed. Reg. 75,632, as amended (“PTE 2003-39”), in making its determination. The Independent Fiduciary shall notify Defendants directly of its determination, in writing (with copies to Class Counsel and Defense Counsel), which notification shall be delivered no later than thirty (30) calendar days before the Fairness Hearing. All fees and expenses associated with the Independent Fiduciary’s determination and performance of its other obligations in connection with the Settlement, up to $25,000.00, will constitute Administrative Expenses to be deducted from the Gross Settlement Amount. Defendants, Defense Counsel, and Class Counsel shall respond to reasonable requests by the Independent Fiduciary for information so that the Independent Fiduciary can review and evaluate the Settlement Agreement. If Defendants conclude that the Independent Fiduciary’s determination does not comply with PTE 2003-39 or is otherwise deficient, Defendants shall so inform the Independent Fiduciary within fifteen (15) calendar days of receipt of the determination. A copy of the Independent Fiduciary determination letter and report shall be provided to Class Counsel, who may file it with the Court in support of Final approval of the Settlement.
Independent Fiduciary. The Independent Fiduciary has been duly appointed as independent fiduciary of the Plan with respect to the purchase of one or more group annuity contracts to (1) be the sole fiduciary responsible for selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (2) determine whether the transactions contemplated by this Commitment Agreement and the Ancillary Agreements satisfy ERISA, (3) represent the interests of the Plan and its participants and beneficiaries in connection with the negotiation of a commitment agreement and, to the extent set forth in the IF Engagement Letter, the terms of any agreements with Prudential, including the Contract and the annuity certificates, (4) direct the Plan Trustee on behalf of the Plan to transfer the Premium Due Date Transfers in connection with the consummation of the transactions contemplated by this Commitment Agreement and any amounts required pursuant to paragraphs 1.d.iv. and 3.c. and (5) take all other actions on behalf of the Plan necessary to effectuate the foregoing to the extent set forth in the IF Engagement Letter.
Independent Fiduciary. The entity that may be appointed from time to time by the Committee to serve pursuant to Article XI.
Independent Fiduciary. 19 7.10 Payroll Taxes and Reporting of Compensation.............................................................19 7.11
Independent Fiduciary. ElderCare shall retain the right to retain a fiduciary, auditor or accounting firm independent of Parent to review and approve the types and value of the assets to be transferred to the ElderCare Plans from the Parent Plans as described in Article III and Article IV of this Agreement to the extent that such Plans are subject to Part 4 of Title I of ERISA. The foregoing shall not prevent ElderCare from engaging any fiduciaries for any other purposes.
Independent Fiduciary. If the DOL requires engagement of an independent fiduciary to have control or management of all or a portion of the Trust Fund, the Employer will appoint such independent fiduciary, as directed by the DOL. The independent fiduciary will have the duties, responsibilities and powers prescribed by the DOL and will exercise those duties, responsibilities and powers in accordance with the terms, restrictions and conditions established by the DOL and, to the extent not inconsistent with ERISA, the terms of the Plan. The independent fiduciary must accept its appointment in writing and must acknowledge its status as a fiduciary of the Plan.
Independent Fiduciary. No Selling Shareholder is (A) an employee benefit plan subject to Title I of ERISA (B) a plan or account subject to Section 4975 of the Code or (C) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.
Independent Fiduciary. In the event that an Independent Fiduciary is appointed, the Trustees shall have no discretionary authority or powers with respect to Shares as all such discretionary authority rests with the Independent Fiduciary. The Trust shall hold the Shares in one or more Shares Accounts subject to direction by the Independent Fiduciary with respect to the acceptance, management and disposition of the Shares and the Shares shall be voted in accordance with Article 13 of this Trust Agreement. Neither the Trustees nor the Administrator shall be liable or responsible for any loss resulting to the Trust Fund by reason of the acquisition and holding of the Shares or by reason of the failure to take any action with respect to any such Shares. The Trustees shall be entitled to rely upon the identification by the Company and the USWA of the Independent Fiduciary until notified in writing by the Company or the USWA that the Shares Account assets are no longer subject to the Independent Fiduciary's management. During any period of time in which the Independent Fiduciary manages the Shares Accounts, the Trustees and the Administrator shall act strictly in accordance with any directions of the Independent Fiduciary with respect to the Shares Accounts. The Trust shall continue to receive all assets purchased against payment therefor and to deliver all assets sold against receipt of the proceeds therefrom. The Independent Fiduciary may from time to time issue orders on behalf of the Trustees for the sale of the Shares directly to an underwriter or broker or dealer and for such purpose the Trustees shall, upon request, execute and deliver to such Independent Fiduciary one or more trading authorizations. Neither the Trustees nor the Administrator shall have any responsibility or liability to anyone relating to the asset management decisions of the Independent Fiduciary. Neither the Trustees nor the Administrator shall be under any duty to make any review of or recommendation with respect to any such decision. Neither the Trustees nor the Administrator shall be liable or responsible for any loss resulting to the Trust Fund by reason of any investment made or sold pursuant to the direction of the Independent Fiduciary nor by reason of the failure to take any action with respect to any investment which was acquired pursuant to any such direction in the absence of further directions of the Independent Fiduciary.
Independent Fiduciary. Independent Fiduciary has been duly appointed as independent fiduciary of the Plan with respect to the purchase of one or more group annuity contracts to be the designated fiduciary responsible for (1) selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (2) determining whether the transactions contemplated by this Commitment Agreement and the Contracts satisfy the ERISA Requirements, (3) representing the interests of the Plan and all its participants and beneficiaries in connection with the negotiation of a commitment agreement and, to the extent set forth in the engagement letter dated October 19, 2021 by and between Independent Fiduciary and the fiduciary of the Plan with authority to hire Independent Fiduciary (the “IF Engagement Letter”), the terms of any agreements with Insurers, including the Contracts and the annuity certificates, (4) directing the Plan Custodian on behalf of the Plan to transfer the Closing Date Transfers in connection with the consummation of the transactions contemplated by this Commitment Agreement and any amounts required pursuant to paragraph 3 and (5) taking all other actions on behalf of the Plan necessary to effectuate the foregoing to the extent set forth in the IF Engagement Letter.
Independent Fiduciary. The Company shall pay the costs of the Independent Fiduciary using corporate assets.
