Common use of Application of Trust Funds; Indemnification Clause in Contracts

Application of Trust Funds; Indemnification. (a) Subject to the provisions of Section 13.04, all money and Government Obligations deposited with the Trustee pursuant to Section 13.01 or 13.02 and all money received by the Trustee in respect of Government Obligations deposited with the Trustee, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any paying agent (including the Company acting as its own paying agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money and Government Obligations have been deposited with or received by the Trustee as contemplated by Section 13.01 or 13. (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government Obligations deposited pursuant to Section 13.01 or 13.02 or the interest and principal received in respect of such obligations, other than any such tax, fee or other charge payable by or on behalf of Holders. The Company shall be entitled to prompt notice of an assessment or the commencement of any proceeding for which indemnification may be sought hereunder and, at its election, to contest such assessment or to participate in, assume the defense of, or settle such proceeding. (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any Government Obligations or money held by it as provided in Section 13.01 or 13.02 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such obligations or money were deposited or received. (d) If the Trustee is unable to apply any money or Government Obligations in accordance with Section 13.02 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Securities, if any, shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.02 until such time as the Trustee is permitted to apply all such money or Government Obligations in accordance with Section 13.02; provided, however, that if the Company has made any payment of interest on or principal of (and premium, if any) on any Securities, if any, because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of the Securities, if any, to receive such payment from the money or Government Obligations held by the Trustee.

Appears in 1 contract

Sources: Indenture (Cincinnati Financial Corp)

Application of Trust Funds; Indemnification. (a) Subject to the provisions of Section 13.0411.04, all money and Government Obligations deposited with the Trustee pursuant to Section 13.01 11.01 or 13.02 11.02 and all money received by the Trustee in respect of Government Obligations deposited with the Trustee, shall be held in trust and applied by it, in accordance with the provisions of the Securities of any series and this Indenture, to the payment, either directly or through any paying agent (including the Company acting as its own paying agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money and Government Obligations have been deposited with or received by the Trustee as contemplated by Section 13.01 11.01 or 1311. (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government Obligations deposited pursuant to Section 13.01 11.01 or 13.02 11.02 or the interest and principal received in respect of such obligations, other than any such tax, fee or other charge payable by or on behalf of Holders. The Company shall be entitled to prompt notice of an assessment or the commencement of any proceeding for which indemnification may be sought hereunder and, at its election, to contest such assessment or to participate in, assume the defense of, or settle such proceeding. (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any Government Obligations or money held by it as provided in Section 13.01 11.01 or 13.02 11.02 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such obligations or money were deposited or received. (d) If the Trustee is unable to apply any money or Government Obligations in accordance with Section 13.02 11.02 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the SecuritiesSecurities of such series, if any, shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.02 11.02 until such time as the Trustee is permitted to apply all such money or Government Obligations in accordance with Section 13.0211.02; provided, however, that if the Company has made any payment of interest on or principal of (and premium, if any) on any SecuritiesSecurities of such series, if any, because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of the SecuritiesSecurities of such series, if any, to receive such payment from the money or Government Obligations held by the Trustee.

Appears in 1 contract

Sources: Indenture (Cincinnati Financial Corp)

Application of Trust Funds; Indemnification. (a) Subject to the provisions of Section 13.0414.4, all money and Government Obligations deposited with the Trustee pursuant to Section 13.01 14.1 or 13.02 14.2 and all money received by the Trustee in respect of Government Obligations deposited with the Trustee, shall be held in trust and applied by it, in accordance with the provisions of the Debt Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money and Government Obligations have been deposited with or received by the Trustee as contemplated by Section 13.01 14.1 or 1314.2. (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government Obligations deposited pursuant to Section 13.01 14.1 or 13.02 14.2 or the interest and principal received in respect of such obligations, other than any such tax, fee or other charge payable by or on behalf of Holders. The Company shall be entitled to prompt notice of an assessment or the commencement of any proceeding for which indemnification may be sought hereunder and, at its election, to contest such assessment or to participate in, assume the defense of, or settle such proceeding. (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any Government Obligations or money held by it as provided in Section 13.01 14.1 or 13.02 14.2 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such obligations or money were deposited or received. (d) If the Trustee is unable to apply any money or Government Obligations in accordance with this Section 13.02 14.3 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's ’s and any applicable Guarantor’s obligations under this Indenture and the Debt Securities, if any, of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.02 14.1 or Section 14.2, as the case may be, until such time as the Trustee is permitted to apply all such money or Government Obligations in accordance with this Section 13.0214.3; provided, however, that if the Company has made any payment of interest on or principal of (and premium, if any) on any Debt Securities, if any, of such series because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of the such series of Debt Securities, if any, to receive such payment from the money or Government Obligations held by the Trustee.

Appears in 1 contract

Sources: Indenture (Gulf Island Services, L.L.C.)

Application of Trust Funds; Indemnification. (a) Subject to the provisions of Section 13.04paragraph (c) of this Section, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 13.01 8.1 or 13.02 8.2 and all money received by the Trustee in respect of U.S. Government Obligations deposited with the Trustee, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) Principal and interest for whose payment such money and U.S. Government Obligations have been deposited with or received by the Trustee Trustees as contemplated by Section 13.01 8.1 or 138.2. (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 13.01 8.1 or 13.02 8.2 or the interest and principal Principal received in respect of such obligations, other than any such tax, fee or other charge payable by or on behalf of Holders. The Company shall be entitled to prompt notice of an assessment or the commencement of any proceeding for which indemnification may be sought hereunder and, at its election, to contest such assessment or to participate in, assume the defense of, or settle such proceeding.to (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or money held by it as provided in Section 13.01 8.1 or 13.02 8.2 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such obligations or money were deposited or received.. The Trustee shall also deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or money held by it as provided in Section 8.1 or 8.2, in exchange for other U.S. Government Obligations or money, upon the following conditions: (d1) If the Trustee is unable to apply any money or Government Obligations in accordance with Section 13.02 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Securities, if any, exchange shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.02 until such time as the Trustee is permitted to apply all such money or Government Obligations in accordance with Section 13.02; provided, however, that if occur simultaneously; (2) the Company has made any payment of interest on or principal of (and premium, if any) on any Securities, if any, because of the reinstatement of its obligations, the Company shall be subrogated delivered to the rights Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the Holders exchange contemplated by paragraph (c) of this Section have been complied with; and (3) in the Securitiesopinion of a nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, if any, to receive immediately after such payment from exchange the money or U.S. Government Obligations or money then held by the TrusteeTrustee as provided in Section 8.1 or 8.2 shall be in such amount as then would have been required to be deposited in order to comply with Section 8.2(1) hereof.

Appears in 1 contract

Sources: Indenture (Union Tank Car Co)