Number of Directors; Managing Director. 10 Section 5.2 Term of Service, Successor Directors. 10 Section 5.3 Directors’ Meetings. 12 Section 5.4 Compensation and Expenses of Directors 13 Section 5.5 Directors’ Independence 13 Section 5.6 Standard of Care; Exculpation. 13 Section 5.7 Protective Provisions 14 Section 5.8 Indemnification 15 Section 5.9 Bond 16 Section 5.10 Delaware Trustee. 16 Section 5.11 Meeting Minutes; Rights of Inspection. 18 Section 5.12 Trust Protector. 19
Number of Directors; Managing Director. 10 Section 5.2 Term of Service, Successor Directors. 10 Section 5.3 Directors’ Meetings. 12 Section 5.4 Compensation and Expenses of Directors 13 Section 5.5 Directors’ Independence 13 Section 5.6 Standard of Care; Exculpation. 13 Section 5.7 Protective Provisions 14 Section 5.8 Indemnification 15 Section 5.9 Bond 16 Section 5.10 Delaware Trustee 16 Section 5.11 Meeting Minutes; Rights of Inspection. 18 Section 5.12 Trust Protector 19 ARTICLE 6 GENERAL PROVISIONS 20 Section 6.1 Irrevocability 20 Section 6.2 Term; Termination 20 Section 6.3 Taxes. 20 Section 6.4 Modification. 21 Section 6.5 Communications 22 Section 6.6 Severability 22 Section 6.7 Notices. 22 Section 6.8 Successors and Assigns 24 Section 6.9 Limitation on Transferability; Tribe Beneficiaries’ Interests 24 Section 6.10 Exemption from Registration 25 Section 6.11 Entire Agreement; No Waiver 25 Section 6.12 Headings 25 Section 6.13 Governing Law 25 Section 6.14 Dispute Resolution 26 Section 6.15 Sovereign Immunity 26 Section 6.16 Effectiveness 26 Section 6.17 Counterpart Signatures 26 EXHIBIT 1 PARTICIPATING TRIBES and FINAL TRIBAL ALLOCATION DISTRIBUTION PERCENTAGES 28 EXHIBIT 2 FORM OF CERTIFICATE OF TRUST OF THE TRIBAL ABATEMENT FUND TRUST IX 29 EXHIBIT 3 INVESTMENT GUIDELINES 30 EXHIBIT 4 TRIBAL ABATEMENT FUND TRUST IX TRUST DISTRIBUTION PROCEDURES 33 TRIBAL ABATEMENT FUND TRUST IX AGREEMENT This Tribal Abatement Fund Trust IX (“TAFT IX” or the “Trust”) Agreement (together with all Exhibits hereto, this “Trust Agreement”), dated and effective as of , 2022 (the “Effective Date”), is entered into in furtherance of the administration of the Walgreens Tribal Settlement Agreement between the Tribal Leadership Committee (“TLC”), Participating Tribes and Walgreens (the “Parties”), dated , 2022 (as may be further modified, amended, or supplemented from time to time, and together with all exhibits and schedules thereto, the “Walgreens Tribal Settlement Agreement” or “WTSA”), 1 in the matter of In re National Prescription Opiate Litigation, MDP No. 2804, Case No. 17-md-2804 in the United States District Court for the Northern District of Ohio (the “Court”). This Trust Agreement is entered into by the trustees of the Tribal Abatement Fund Trust IX who are further identified on the signature pages hereto (together with any successor trustee serving in such capacity, the “Directors”), 2 the Delaware Trustee (together with any successor serving in such capacity, the “Delaware Trustee”) and the Trust Pro...
Number of Directors; Managing Director
