Common use of INSURANCE POLICIES AND CONTRACTS Clause in Contracts

INSURANCE POLICIES AND CONTRACTS. Prior to a Change in Control, the Company reserves the right to transfer life insurance, retirement income or annuity policies or contracts, to the Trust, regardless of the nature or type of such contract and regardless of the Company's interest in, or power to direct the investments under, such policies or contracts, or prior to a Change in Control, to direct the Trustee to purchase any such policies or contracts, and following a Change in Control the Independent Plan Administrator shall have the same powers regarding such insurance policies and contracts. Any such policy or contract shall be an asset of the Trust subject to the claims of the Company's creditors in the event of insolvency, as specified in Sections 21.1 and 21.2 of this Trust Agreement. The proceeds of any life insurance policy shall, upon the death of the insured, be paid to the Trust. The Trustee shall be under no duty to question any direction of the Company or the Independent Plan Administrator, to review the form of any such policies or contracts or the selection of the issuer thereof, or to make suggestions to the Company, the Independent Plan Administrator or to the issuer thereof with respect to the form of such policies or contracts prior to a Change in Control, or to question any such directions, to review such policies, forms or selections or to make such suggestions to the Independent Plan Administrator following a Change in Control. Prior to a Change in Control, the Company may direct the Trustee to exercise the powers of the contract holder under any such policies or contracts, and the Trustee shall exercise such powers only upon the direction of the Company. Following a Change in Control, the Independent Plan Administrator may direct the Trustee to exercise the powers of the contract holder under any such policies or contracts and the Trustee shall exercise such powers only upon direction of the Independent Plan Administrator. Notwithstanding anything to the contrary contained in any Participating Plan, the Trustee (i) shall be fully protected in acting in accordance with written directions of the Company prior to a Change in Control and with the written directions of the Independent Plan Administrator following a Change in Control, and (ii) shall be under no liability for any loss of any kind that may result by reason of any action taken or omitted by it in accordance with such direction of the Company or the Independent Plan Administrator, or by reason of inaction in the absence of such written directions from the Company or the Independent Plan Administrator. No insurance carrier shall for any purpose be deemed a party to this Trust Agreement or be responsible for the validity or sufficiency hereof. Notwithstanding the fact that it may have knowledge of the terms of this Trust, the obligations of such insurance carrier shall be measured and determined solely by the terms and conditions of the policies or contracts issued by it. Any such insurance carrier shall not be under any obligation to any person, partnership, corporation, trust or association other than as stated in such policies or contracts.

INSURANCE POLICIES AND CONTRACTS. Prior to a Change in Control, the Company reserves the right to transfer life insurance, retirement income or annuity policies or contracts, to the Trust, regardless of the nature or type of such contract and regardless of the Company's ’s interest in, or power to direct the investments under, such policies or contracts, or prior to a Change in Control, to direct the Trustee to purchase any such policies or contracts, and following a Change in Control the Independent Plan Administrator shall have the same powers regarding such insurance policies and contracts. Any such policy or contract shall be an asset of the Trust subject to the claims of the Company's ’s creditors in the event of insolvency, as specified in Sections 21.1 and 21.2 of this Trust Agreement. The proceeds of any life insurance policy shall, upon the death of the insured, be paid to the Trust. The Trustee shall be under no duty to question any direction of the Company or the Independent Plan Administrator, to review the form of any such policies or contracts or the selection of the issuer thereof, or to make suggestions to the Company, the Independent Plan Administrator or to the issuer thereof with respect to the form of such policies or contracts prior to a Change in Control, or to question any such directions, to review such policies, forms or selections or to make such suggestions to the Independent Plan Administrator following a Change in Control. Prior to a Change in Control, the Company may direct the Trustee to exercise the powers of the contract holder under any such policies or contracts, and the Trustee shall exercise such powers only upon the direction of the Company. Following a Change in Control, the Independent Plan Administrator may direct the Trustee to exercise the powers of the contract holder under any such policies or contracts and the Trustee shall exercise such powers only upon direction of the Independent Plan Administrator. Notwithstanding anything to the contrary contained in any Participating Plan, the Trustee (i) shall be fully protected in acting in accordance with written directions of the Company prior to a Change in Control and with the written directions of the Independent Plan Administrator following a Change in Control, and (ii) shall be under no liability for any loss of any kind that may result by reason of any action taken or omitted by it in accordance with such direction of the Company or the Independent Plan Administrator, or by reason of inaction in the absence of such written directions from the Company or the Independent Plan Administrator. No insurance carrier shall for any purpose be deemed a party to this Trust Agreement or be responsible for the validity or sufficiency hereof. Notwithstanding the fact that it may have knowledge of the terms of this Trust, the obligations of such insurance carrier shall be measured and determined solely by the terms and conditions of the policies or contracts issued by it. Any such insurance carrier shall not be under any obligation to any person, partnership, corporation, trust or association other than as stated in such policies or contracts.

INSURANCE POLICIES AND CONTRACTS. Prior to a Change in Control, the Company Company, with the consent of the Plan Administrator, reserves the right to transfer life insurance, retirement income or annuity policies or contracts, contracts to the Trust, regardless of the nature or type of such contract and regardless of the Company's interest in, in or power to direct the investments under, under such policies or contracts, or prior . Prior to a Change in Control, to the Plan Administrator may direct the Trustee to purchase any such policies or contractscontracts and, and following a Change in Control Control, the Independent Plan Administrator shall have the same powers regarding such insurance policies and or contracts. Any such policy or contract shall be an asset of the Trust subject to the claims of the Company's creditors in the event of insolvency, as specified in Sections 21.1 and 21.2 of this Trust Agreement. The proceeds of any life insurance policy shall, upon the death of the insured, be paid to the Trust. The Trustee shall be under no duty to question any direction of the Company Plan Administrator or the Independent Plan Administrator, to review the form of any such policies or contracts or the selection of the issuer thereof, or to make suggestions to the CompanyPlan Administrator, the Independent Plan Administrator or to the issuer thereof with respect to the form of such policies or contracts prior to a Change in Control, or to question any such directions, to review such policies, forms or selections or to make such suggestions to the Independent Plan Administrator following a Change in Control. Prior to a Change in Control, the Company may direct the Trustee to exercise the powers of the contract holder under any such policies or contracts, and the Trustee shall exercise such powers only upon the direction of the Company. Following a Change in Control, the Independent Plan Administrator may direct the Trustee to exercise the powers of the contract holder under any such policies or contracts and and, following a Change in Control, the Independent Plan Administrator shall have the same powers regarding such insurance policies or contracts. The Trustee shall exercise such powers only upon the direction of the Plan Administrator or the Independent Plan Administrator, as applicable. Notwithstanding anything to the contrary contained in any Participating Planthe Plan or this Trust Agreement, the Trustee (i) shall be fully protected in acting in accordance with a proper written directions direction of the Company prior to a Change in Control and with the written directions of the Plan Administrator or Independent Plan Administrator following a Change in Control, and (ii) shall not be under no liability liable for any loss of any kind that may result by reason of any action taken or omitted by it in accordance with any such direction of the Company or the Independent Plan Administratordirection, or by reason of inaction in the absence of any such written directions from the Company or the Independent Plan Administratordirections. No insurance carrier shall for any purpose be deemed a party to this Trust Agreement or be responsible for the validity or sufficiency hereof. Notwithstanding the fact that it may have knowledge of the terms of this Trust, the obligations of such insurance carrier shall be measured and determined solely by reference to the terms and conditions of the policies or contracts issued by it. Any such insurance carrier shall not be under any obligation to any person, partnership, corporation, trust or association other than as stated in such policies or contracts.

INSURANCE POLICIES AND CONTRACTS. Prior to Unless the Plan is part of a Change in Controlprofit sharing and/or 401(k) plan which does not provide for annuities as an optional form of benefit payment, the Company reserves Employer may direct the right Trustee to transfer enter into a contract or contracts or an agreement or agreements with one or more legal reserve life insurance companies for the purchase of retirement income and retirement annuity contracts (or policies), five-year renewable term life insurance, one year renewable term life insurance or other form of life insurance or other benefits, on an individual or group basis, in such manner and in such form as the Employer may deem appropriate. Such retirement income annuities and other benefits may be purchased under one or more deposit administration type group annuity contracts. In giving instructions concerning policies and insurance contracts, the Employer shall give the Trustee written instructions acceptable to the Trustee which shall include the name of the Participant, the type of policy to be purchased, the amount of the premium or funds to be forwarded, and the name of the insurance company. The Trustee shall not be obligated to take any action on any policy or contract except upon Employer written instructions acceptable to the Trustee and shall not be liable for its acts in following the Employer's directions. The Employer shall give instructions when requested to do so by the Trustee for any action the Trustee must take as the contract holder or owner of a policy or insurance contract. If the insurer denies liability under its policies or contracts, to the Trust, regardless of the nature or type of such contract and regardless of the Company's interest in, or power to direct the investments under, such policies or contracts, or prior to a Change in Control, to direct the Trustee to purchase any such policies or contracts, and following a Change in Control the Independent Plan Administrator shall have the same powers regarding such insurance policies and contracts. Any such policy or contract shall be an asset of the Trust subject to the claims of the Company's creditors in the event of insolvency, as specified in Sections 21.1 and 21.2 of this Trust Agreement. The proceeds of any life insurance policy shall, upon the death of the insured, be paid to the Trust. The Trustee shall be under no duty obligation to question any direction of bring an action unless the Company or the Independent Plan Administrator, to review the form of any such policies or contracts or the selection of the issuer thereof, or to make suggestions to the Company, the Independent Plan Administrator or to the issuer thereof with respect to the form of such policies or contracts prior to a Change in Control, or to question any such directions, to review such policies, forms or selections or to make such suggestions to the Independent Plan Administrator following a Change in Control. Prior to a Change in Control, the Company may direct Employer so instructs and has indemnified the Trustee to exercise the powers its satisfaction for all anticipated costs, expenses and attorneys' fees. The Trustee is not a guarantor of the contract holder any amounts due or payable to a participant or beneficiary under any such policies or contracts, and the Trustee shall exercise such powers only upon the direction of the Company. Following a Change in Control, the Independent Plan Administrator may direct the Trustee to exercise the powers of the contract holder under any such policies or contracts and the Trustee shall exercise such powers only upon direction of the Independent Plan Administratorinsurance contract. Notwithstanding anything herein to the contrary contained in any Participating Plancontrary, if the Plan is part of a profit sharing and/or 401(k) plan which does not provide for annuities as an optional form of benefit payment, the Trustee (i) shall be fully protected in acting in accordance with written directions of the Company prior to a Change in Control and with the written directions of the Independent Plan Administrator following a Change in Control, and (ii) shall be under no liability for any loss of any kind that may result by reason of any action taken or omitted by it in accordance with such direction of the Company or the Independent Plan Administrator, or by reason of inaction in the absence of such written directions from the Company or the Independent Plan Administrator. No insurance carrier shall for any purpose be deemed a party to this Trust Agreement or be responsible for the validity or sufficiency hereof. Notwithstanding the fact that it may have knowledge of the terms provisions of this Trust, the obligations of such insurance carrier paragraph shall neither apply nor be measured and determined solely by the terms and conditions of the policies or contracts issued by it. Any such insurance carrier shall not be under any obligation to any person, partnership, corporation, trust or association other than as stated in such policies or contractsenforceable.