Payment from the Trust Sample Clauses

Payment from the Trust. If, at any time and from time to time during the term of this Agreement, any Indemnitee becomes entitled under the terms of the Indemnification Agreement (including, without limitation, Section 10 thereof) to (i) advancement, indemnification, contribution, reimbursement or payment of Expenses or (ii) the indemnification, contribution, reimbursement or payment of judgments, fines, penalties and amounts paid in settlement of a Proceeding, in either case, all in accordance with Section 15 of the Indemnification Agreement, such Indemnitee shall submit to the Trustee, with a copy to the Company, a request for withdrawal from the Trust substantially in the form of Exhibit C hereto (the “Request”). The Trustee shall, at the request of any one or more of the Indemnitees by whom that Request has been made, subject to the provisions of Section 3.2 hereto, provide funds to or for the benefit of that Indemnitee for the (i) advancement, indemnification, contribution, reimbursement or payment of the Expenses, or the (ii) payment of liabilities that are subject to indemnification, contribution, reimbursement or other payment pursuant to this Section 3.1 and incurred by that Indemnitee. (An amount shall be deemed to be paid to or on behalf of an Indemnitee if it is paid to the Indemnitee or to the provider of services to the Indemnitee as reflected on bills accompanying the Request and shall include the Indemnitee’s pro rata share of amounts paid to the provider of services to more than one Indemnitee or in respect of bills rendered thereby.) Notwithstanding the provisions of Paragraph 5 or 6 of the form of the Request, the Trustee shall have no duty or obligation to determine whether the Indemnitee is entitled to advances, indemnification, contribution, reimbursement or payment under the Indemnification Agreements or otherwise or to take any action to obtain reimbursement to the Trust if such reimbursement is required by said Paragraph 5 or 6.