Provide for Miscellaneous Company and Board Member Expenses Sample Clauses

Provide for Miscellaneous Company and Board Member Expenses. Upon receipt by the Director of Oversight Board of the Oversight Board's quarterly minutes certifying those quarterly day-to-day out-of-pocket expenses of Board Members, including but not limited to travel expenses not covered by the Company's engaged travel service provider, that were appropriate as determined by the Oversight Board, along with the relevant receipts, if required, for such expenses, the Director of Oversight Board shall prepare and request the Individual Managers execute a resolution ("Expense Resolution") from time to time as needed directing the Corporate Manager to reimburse the relevant Board Members for such expenses, unless upon review the Individual Managers make an affirmative finding of bad faith or abuse by a particular Board Member with respect to any such expenses. If the Individual Managers or Director of Oversight Board determine that any other miscellaneous expenses of the Company have been incurred or will be incurred, the Director of Oversight Board shall also include a provision in an Expense Resolution of the Individual Managers directing the Corporate Manager to pay said expenses. The Corporate Manager shall follow such direction and shall proceed with the fulfillment of such Expense Resolution as directed, and shall not have any discretion to withhold any payment that is so directed, once the Corporate Manager has confirmed that the Company has sufficient funds to satisfy said obligations and once it is satisfied that the direction is in compliance with the provisions of this Section 5.3(a)(vi) and Sanctions Regime, AML Laws, and Anti-Bribery Laws. In order to do so, the Corporate Manager may require the Individual Managers to make certain representations regarding the direction, including but not limited to a representation that the direction will not knowingly cause the Corporate Manager to violate Sanctions Regime, AML Laws or Anti-Bribery Laws. Notwithstanding the foregoing or anything to the contrary herein, the Individual Managers acknowledge that as a matter of law they and the Director of Oversight Board are severally responsible for their own compliance with applicable Sanctions Regime, AML Laws, and Anti-Bribery Laws. The Individual Managers in said Expense Resolution or in an amended Expense Resolution may also direct the Corporate Trustee to contribute sufficient funds from the Oversight Board Trust to the Company for such purpose.
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