Common use of Settlement of Accounts Clause in Contracts

Settlement of Accounts. (a) The Trustee shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, and other transactions related to the Trust, and those records shall be available at all reasonable times to the Administrator, the Company, or their authorized representatives. (b) The Trustee, at the direction of the Administrator, shall submit to the Administrator and any other person that the Administrator designates those valuations, reports, or other information as the Administrator may request. In any case, the Trust Fund shall be valued by the Trustee at the frequency agreed to by the Trustee and the Company, but in any event not less than annually at the fair market value as of the close of business at the end of the last business day of the fiscal year of the Plan. Except as specified below, in the absence of fraud or bad faith, the Trustee's valuation of the Trust Fund shall be conclusive. (a) Within sixty days following the close of each fiscal year of the Plan or the close of any other period as may be agreed upon by the Trustee and the Administrator, the Trustee shall file with the Administrator a written account setting forth a description of all securities and other property purchased and sold, all receipts, disbursements, and other transactions effected by it during that fiscal year or other designated period, and listing the securities and other property held by the Trustee at the end of such fiscal year or other designated period, together with their then fair market values. (b) The Administrator may approve an account by written notice of approval delivered to the Trustee or by failure to deliver to the Trustee express objections to the account in writing within sixty days from the date upon which the account was mailed or otherwise delivered to the Administrator. (c) The account shall be deemed approved upon receipt by the Trustee of the Administrator's written approval of the account or upon the passage of the sixty day period of time, except for any matters covered by written objections that have been delivered to the Trustee by the Administrator and for which the Trustee has not given an explanation or made an adjustment satisfactory to the Administrator. (d) If the account is not settled as provided above, the Trustee, the Company or the Administrator shall have the right to apply to a court of competent jurisdiction at the expense of the Trust Fund for a judicial settlement of the accounting. Any judgment or decree entered in such proceedings shall be conclusive on all persons interested in the Trust Fund. 3.3 Notwithstanding any other provision of this Article 3, if the Trustee shall determine that the Trust Fund consists in whole or in part of property not traded freely on a recognized market, or that information necessary to ascertain the fair market value is not readily available, the Trustee may request instructions from the Administrator concerning the value of such property for all purposes under the Plan and this Trust Agreement, and the Administrator shall comply with that request. The Trustee shall be entitled to rely upon the value placed upon such property by the Administrator. At the Trustee's option, it may request that the Administrator hire an independent appraiser that meets the requirements of Code section 401(a)(28)(C) to value the property. Alternatively, if the Trustee chooses, or if the Administrator shall fail or refuse to instruct the Trustee on the value of such property within a reasonable time after receipt of the Trustee's request, the Trustee at its sole discretion may engage an independent appraiser to determine the fair market value of such property. Any expenses with respect to such appraisal shall be paid by the Trustee out of the Trust Fund or, at the option of the Company, by the Company.

Settlement of Accounts. (a) The Trustee shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, and other transactions related to the Trust, and those records shall be available at all reasonable times to the Administrator, the Company, or their authorized representatives. (b) The Trustee, at the direction of the Administrator, shall submit to the Administrator and any other person that the Administrator designates those valuations, reports, or other information as the Administrator may requestreasonably require. In any case, the Trust Fund shall be valued by the Trustee at the frequency agreed to by the Trustee and the Company, but in any event not less than annually at the fair market value as of the close of business at the end of the last business day of the fiscal year of the Plan. Except as specified below, in the absence of fraud or bad faith, the Trustee's valuation of the Trust Fund shall be conclusive. (a) Within sixty days following the close of each fiscal year of the Plan or the close of any other period as may be agreed upon by the Trustee and the Administrator, the Trustee shall file with the Administrator a written account setting forth a description of all securities and other property purchased and sold, all receipts, disbursements, and other transactions effected by it during that fiscal year or other designated period, and listing the securities and other property held by the Trustee at the end of such fiscal year or other designated period, together with their then fair market values. (b) The Administrator may approve an account by written notice of approval delivered to the Trustee or by failure to deliver to the Trustee express objections to the account in writing within sixty days from the date upon which the account was mailed or otherwise delivered to the Administrator. (c) The account shall be deemed approved upon receipt by the Trustee of the Administrator's written approval of the account or upon the passage of the sixty day period of time, except for any matters covered by written objections that have been delivered to the Trustee by the Administrator and for which the Trustee has not given an explanation or made an adjustment satisfactory to the Administrator. (d) If the account is not settled as provided above, the Trustee, the Company or the Administrator shall have the right to apply to a court of competent jurisdiction at the expense of the Trust Fund for a judicial settlement of the accounting. Any judgment or decree entered in such proceedings shall be conclusive on all persons interested in the Trust Fund. 3.3 Notwithstanding any other provision of this Article 3, if the Trustee shall determine that the Trust Fund consists in whole while or in part of property not traded freely on a recognized market, or that information necessary to ascertain the fair market value is not readily available, the Trustee may request instructions from the Administrator concerning on the value of such property for all purposes under the Plan and this Trust Agreement, and the Administrator shall comply with that request. The Trustee shall be entitled to rely upon the value placed upon such property by the Administrator. At the Trustee's option, it may request that the Administrator hire an independent appraiser that meets the requirements of Code section 401(a)(28)(C) to value the property. Alternatively, if the Trustee chooses, or if the Administrator shall fail or refuse to instruct the Trustee on the value of such property within a reasonable time after receipt of the Trustee's request, the Trustee at its sole discretion may engage an independent appraiser to determine the fair market value of such property. Any expenses with respect to such appraisal shall be paid by the Trustee out of the Trust Fund or, at the option of the Company, by the Company.

Settlement of Accounts. (a) The Trustee shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, and other transactions related to the Trust, and those records shall be available at all reasonable times to the Administrator, the Company, or their authorized representatives. (b) The Trustee, at the direction of the Administrator, shall submit to the Administrator and any other person that the Administrator designates those valuations, reports, or other information as the Administrator may request. In any case, the Trust Fund shall be valued by the Trustee at the frequency agreed to by the Trustee and the Company, but in any event not less than annually at the fair market value as of the close of business at the end of the last business day of the fiscal year of the Plan. Except as specified below, in the absence of fraud or bad faith, the Trustee's valuation of the Trust Fund shall be conclusive. (a) Within sixty 60 days following after the close of each fiscal year ---------------------- calendar year, and within 60 days after the removal or resignation of the Plan Trustee or the close termination of any other period as may be agreed upon by the Trustee and the AdministratorTrust, the Trustee shall file with the Administrator Company a written account setting forth a description of all securities and other property purchased and soldinvestments, all receipts, disbursements, disbursements and other transactions effected by it during that fiscal year the preceding calendar year, or other designated periodduring such period from the close of the prior calendar year, to the date of such removal, resignation, or termination, including a description of all investments and securities purchased and sold, with the cost or net proceeds of such purchases or sales, and listing the securities showing all cash, securities, and other property held by the Trustee at the end of such fiscal calendar year or other designated period, together with their then fair market values. (b) The Administrator may approve an . Each account so filed shall be open to inspection at the office of the Trustee during normal business hours by written notice the Company and by any person appointed in writing by a majority of approval delivered the Participants identified in the last preceding annual accrued benefit information provided to the Trustee or by failure pursuant to deliver Section 4.4(c). For purposes of any such appointment, each Participant shall have one "vote", irrespective of how many of the Plans he participates in, and multiple beneficiaries of a single deceased Participant shall share one vote. (Hereinafter, such person, if any is so appointed, is referred to as "the Participant's representative".) If within 90 days after the filing of such account neither the Company nor the Participants' representative, if any, has filed with the Trustee express objections notice of any objection to any act or transaction of the Trustee, the initial account shall become an account stated as between the Trustee, the Company, and all persons having or claiming to have an interest in the Trust Fund. If any objection has been filed, and if the Company or the Participants' representative who filed such objection is satisfied that it should be withdrawn, the objecting party shall in writing within sixty days from the date upon which the account was mailed or otherwise delivered to the Administrator. (c) The account shall be deemed approved upon receipt by filed with the Trustee of the Administrator's written signify its approval of the account, and it shall become an account stated as between the Trustee, the Company, and all persons having or upon claiming to have an interest in the passage of the sixty day period of time, except for any matters covered by written objections that have been delivered to the Trustee by the Administrator and for which the Trustee has not given an explanation or made an adjustment satisfactory to the Administrator. (d) Trust Fund. If the account is not settled adjusted following an objection thereto, the Trustee shall file with the Company and make available for inspection by the Participants' representative the adjusted account, and if within 30 days after such filing of an adjusted account neither the Company nor the Participants' representative, if any, has filed with the Trustee notice of any objection to the transactions as provided aboveso adjusted, the adjusted account shall become an account stated as between the Trustee, the Company or the Administrator shall have the right to apply to a court of competent jurisdiction at the expense of the Trust Fund for a judicial settlement of the accounting. Any judgment or decree entered in such proceedings shall be conclusive on Company, and all persons interested having or claiming to have an interest in the Trust Fund. 3.3 Notwithstanding any other provision of this Article 3, if the Trustee . When an account is stated it shall determine that the Trust Fund consists in whole or in part of property not traded freely on a recognized market, or that information necessary to ascertain the fair market value is not readily available, the Trustee may request instructions from the Administrator concerning the value of such property for all purposes under the Plan and this Trust Agreementbe finally settled, and the Administrator shall comply with that request. The Trustee shall shall, to the maximum extent permitted by applicable law, be entitled to rely upon the value placed upon such property by the Administrator. At the Trustee's option, it may request that the Administrator hire an independent appraiser that meets the requirements of Code section 401(a)(28)(C) to value the property. Alternatively, if the Trustee chooses, or if the Administrator shall fail or refuse to instruct the Trustee on the value of such property within a reasonable time after receipt of the Trustee's request, the Trustee at its sole discretion may engage an independent appraiser to determine the fair market value of such property. Any expenses forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such appraisal shall be paid by the Trustee out of the Trust Fund or, at the option of the Company, by the Companyaccount.

Settlement of Accounts. (a) The Trustee shall maintain accurate records and detailed accounts of all investmentsa. If a Member is Disenrolled, receipts, disbursements, and other transactions related to any CCO Payments received by Contractor for the Trust, and those records shall be available at all reasonable times to the Administrator, the Company, or their authorized representatives. (b) The Trustee, at the direction of the Administrator, shall submit to the Administrator and any other person that the Administrator designates those valuations, reports, or other information as the Administrator may request. In any case, the Trust Fund shall be valued by the Trustee at the frequency agreed to by the Trustee and the Company, but in any event not less than annually at the fair market value as of the close of business at the end of the last business day of the fiscal year of the Plan. Except as specified below, in the absence of fraud or bad faith, the Trustee's valuation of the Trust Fund shall be conclusive. (a) Within sixty days following the close of each fiscal year of the Plan or the close of any other period as may be agreed upon by the Trustee and the Administrator, the Trustee shall file with the Administrator a written account setting forth a description of all securities and other property purchased and sold, all receipts, disbursements, and other transactions effected by it during that fiscal year or other designated period, and listing the securities and other property held by the Trustee at the end of such fiscal year or other designated period, together with their then fair market values. (b) The Administrator may approve an account by written notice of approval delivered to the Trustee or by failure to deliver to the Trustee express objections to the account in writing within sixty days from the date upon which the account was mailed or otherwise delivered to the Administrator. (c) The account shall be deemed approved upon receipt by the Trustee of the Administrator's written approval of the account or upon the passage of the sixty day period of time, except for any matters covered by written objections that have been delivered to the Trustee by the Administrator and for which the Trustee has not given Member was Disenrolled will be considered an explanation or made an adjustment satisfactory Overpayment and will be recouped by OHA under Para. f. below of this Sec. 5, Ex. C. b. OHA will have no obligation to make any Payments to Contractor for any period(s) during which Contractor is in breach of this Contract, to the Administratorextent that Sanctions imposed under this Contract include suspending or withholding Payments. (d) c. If Contractor requests, or is required by OHA, to adjust the account is not settled as provided aboveService Area or Enrollment limit or to transfer or reassign Members due to loss of Provider capacity or for other reasons, the TrusteeParties will execute an amendment modifying the applicable provisions of the Contract. If Payments made starting on the effective date of the reduction of the Service Area or Enrollment limit exceed the amount of Payments to which Contractor was entitled under the amendment, the Company or the Administrator shall OHA will have the right to apply recover any such Overpayments. d. Any Payments received by Contractor from OHA under this Contract, and any other payments received by Contractor from OHA pursuant to any other contract or agreement between Contractor and OHA, or pursuant to any other circumstances that result in a court claim by OHA for the recovery of competent jurisdiction at amounts previously paid to Contractor by OHA, or Contractor received funds from any other source, to which Contractor is not entitled under the expense terms of the Trust Fund for a judicial settlement of the accounting. Any judgment this Contract, such payments or decree entered in such proceedings funds received shall be conclusive deemed an Overpayment and OHA will have the right to recover such Overpayment from Contractor in accordance with Sec. 7, Ex. D of this Contract. OHA shall ensure that recovery of Overpayments do not have a material, adverse effect on all persons interested Contractor’s ability to maintain its required, minimum amount of risk-based capital. e. OHA has the right to recover ▇▇▇▇▇▇▇▇▇ imposed in the Trust Fundform of civil money penalties imposed under Ex. B, Part 9 of this Contract by Recouping such amounts in accordance with Ex. B, Part 9 or Sec. 7 of Ex. D to this Contract. 3.3 Notwithstanding any other provision f. Any Overpayment or recovery amount imposed under Ex. B, Part 9 or Ex. C of this Article 3, if the Trustee shall determine that the Trust Fund consists in whole or in part of property not traded freely on a recognized market, or that information necessary Contract may be recovered by Recoupment from any future payments to ascertain the fair market value is not readily available, the Trustee may request instructions from the Administrator concerning the value of such property for all purposes under the Plan and this Trust Agreement, and the Administrator shall comply with that request. The Trustee shall which Contractor would otherwise be entitled from OHA (e.g., setoff from amounts that may be owing to rely upon Contractor), without limitation or waiver of any legal rights. OHA will have the value placed upon such property by the Administrator. At the Trustee's option, it may request that the Administrator hire an independent appraiser that meets right to withhold payments to Contractor for amounts in dispute and shall not be charged interest on any payments so withheld. g. OHA will Recoup from Contractor Payments made to Contractor or amounts paid to Providers for sterilizations and hysterectomies performed where Contractor failed to meet the requirements of Code section 401(a)(28)(CEx. B, Part 2, Sec. 6, Para. c. of this Contract. The Recoupment amount will be calculated as follows: (1) Contractor shall, within sixty (60) days of a request from OHA, provide OHA with a list of all Members who received sterilizations or hysterectomies, from Contractor or its Subcontractors during the Contract period and copies of the informed consent forms or certifications. OHA will have the right to value review the propertyMedical Records of these individuals selected by OHA for purposes of determining whether Contractor complied with OAR 410- 130-0580. (2) By review of the informed consent forms, certifications, and other relevant Medical Records of Members, OHA will determine for the Contract period at issue the number of sterilizations and hysterectomies provided or authorized by Contractor or its Subcontractors that did not meet the requirements of Ex. AlternativelyB, if Part 2, Sec. 6, Para. c of this Contract. (3) Sterilizations and hysterectomies that Contractor denied for payment shall not be included in the Trustee choosesRecoupment calculation, however, they must be reported in the submission. The report of these sterilizations and hysterectomies must be accompanied by a signed statement certifying that Contractor did not make payment for the surgery or if any services, which are specifically related to the Administrator procedure. (4) The number of vasectomy, tubal ligation, and hysterectomy procedures that do not meet the documentation requirements of Ex. B, Part 2, Sec. 6, Para. c of this Contract, shall fail or refuse to instruct be multiplied by the Trustee on the assigned “value of such property within a reasonable time after receipt service.” (5) “Value of service” for vasectomy, tubal ligation, and hysterectomy means the Trustee's requestOHP amount calculated by OHA’s internal actuarial unit for each category of service using the Encounter Data. (6) The results of Sub.Para (4) of this Para. g, the Trustee at its sole discretion may engage an independent appraiser Sec. 5, Ex. C will be totaled to determine the fair market value amount of such propertyOverpayment made to Contractor for hysterectomies and sterilizations subject to recovery pursuant to Sec. Any expenses with respect 7, Ex. D, this Contract. (7) The final results of the review and recovery calculation will be provided to such appraisal Contractor’s Contract Administrator, via Administrative Notice, in a timely manner within ninety (90) days of OHA determination of amounts owed and recovery shall be paid by the Trustee out made in accordance with Sec. 7, Ex. D of the Trust Fund or, at the option of the Company, by the Companythis Contract.

Settlement of Accounts. (a) The Trustee shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, and other transactions related to the Trust, and those records shall be available at all reasonable times to the Administrator, the Company, or their authorized representatives. (b) The Trustee, at the direction of the Administrator, shall submit to the Administrator and any other person that the Administrator designates those valuations, reports, or other information as the Administrator may request. In any case, the Trust Fund shall be valued by the Trustee at the frequency agreed to by the Trustee and the Company, but in any event not less than annually at the fair market value as of the close of business at the end of the last business day of the fiscal year of the Plan. Except as specified below, in the absence of fraud or bad faith, the Trustee's ’s valuation of the Trust Fund shall be conclusive. (a) Within sixty days following the close of each fiscal year of the Plan or the close of any other period as may be agreed upon by the Trustee and the Administrator, the Trustee shall file with the Administrator a written account setting forth a description of all securities and other property purchased and sold, all receipts, disbursements, and other transactions effected by it during that fiscal year or other designated period, and listing the securities and other property held by the Trustee at the end of such fiscal year or other designated period, together with their then fair market values. (b) The Administrator may approve an account by written notice of approval delivered to the Trustee or by failure to deliver to the Trustee express objections to the account in writing within sixty days from the date upon which the account was mailed or otherwise delivered to the Administrator. (c) The account shall be deemed approved upon receipt by the Trustee of the Administrator's ’s written approval of the account or upon the passage of the sixty day period of time, except for any matters covered by written objections that have been delivered to the Trustee by the Administrator and for which the Trustee has not given an explanation or made an adjustment satisfactory to the Administrator. (d) If the account is not settled as provided above, the Trustee, the Company or the Administrator shall have the right to apply to a court of competent jurisdiction at the expense of the Trust Fund for a judicial settlement of the accounting. Any judgment or decree entered in such proceedings shall be conclusive on all persons interested in the Trust Fund. 3.3 Notwithstanding any other provision of this Article 3, if the Trustee shall determine that the Trust Fund consists in whole or in part of property not traded freely on a recognized market, or that information necessary to ascertain the fair market value is not readily available, the Trustee may request instructions from the Administrator concerning the value of such property for all purposes under the Plan and this Trust Agreement, and the Administrator shall comply with that request. The Trustee shall be entitled to rely upon the value placed upon such property by the Administrator. At the Trustee's ’s option, it may request that the Administrator hire an independent appraiser that meets the requirements of Code section 401(a)(28)(C) to value the property. Alternatively, if the Trustee chooses, or if the Administrator shall fail or refuse to instruct the Trustee on the value of such property within a reasonable time after receipt of the Trustee's ’s request, the Trustee at its sole discretion may engage an independent appraiser to determine the fair market value of such property. Any expenses with respect to such appraisal shall be paid by the Trustee out of the Trust Fund or, at the option of the Company, by the Company.

Settlement of Accounts. (a) The Trustee shall maintain accurate records and detailed keep full accounts of all investments, receipts, of its receipts and disbursements, and other transactions related to the Trust, and those records shall be available at all reasonable times to the Administrator, the Company, or their authorized representatives. (b) . The Trustee, at the direction of the Administrator, shall submit 's books and records with respect to the Administrator and any other person that the Administrator designates those valuations, reports, or other information as the Administrator may request. In any case, the Trust Fund shall be valued open to inspection by the Company, the Committee, or their representatives at all times during business hours of the Trustee. The Trustee at shall use its best efforts to prepare, sign and mail to the frequency Company and the Committee within sixty days (but in no event more than ninety days) after December31 of each year (or such other date as may be agreed to by the Trustee Company and the CompanyTrustee), but in or any event not less than annually at the fair market value as termination of the close of business at the end duties of the last business day Trustee, an account of its acts and transactions as Trustee hereunder. If, within one year after the mailing of the fiscal year account or any amended account, the Company and the Committee have not filed with the Trustee notice of any objection to any act or transaction of the Plan. Except as specified below, in the absence of fraud or bad faithTrustee, the Trusteeaccount or amended account shall become an account stated. If any objection has been filed, and if the objecting party is satisfied that it should be withdrawn or if the account is adjusted to the objecting party's valuation of the Trust Fund shall be conclusive. (a) Within sixty days following the close of each fiscal year of the Plan or the close of any other period as may be agreed upon by the Trustee and the Administratorsatisfaction, the Trustee objecting party shall file with the Administrator a written account setting forth a description of all securities and other property purchased and sold, all receipts, disbursements, and other transactions effected by it during that fiscal year or other designated period, and listing the securities and other property held by the Trustee at the end of such fiscal year or other designated period, together with their then fair market values. (b) The Administrator may approve an account by written notice of approval delivered in writing signify to the Trustee or by failure to deliver to the Trustee express objections to the account in writing within sixty days from the date upon which the account was mailed or otherwise delivered to the Administrator. (c) The account shall be deemed approved upon receipt by the Trustee of the Administrator's written its approval of the account or upon the passage of the sixty day period of timeand it shall become an account stated. When an account becomes an account stated, except for any matters covered by written objections that have been delivered to such account shall be finally settled absent manifest error, and the Trustee shall be completely discharged and released, as if such account had been settled and allowed by the Administrator and for a judgment or decree of a court of competent jurisdiction in an action or proceeding in which the Trustee has not given an explanation or made an adjustment satisfactory to the Administrator. (d) If the account is not settled as provided aboveTrustee, the Company and the Committee were parties. The Trustee, the Company or the Administrator Committee shall have the right to apply at any time to a court of competent jurisdiction at the expense of the Trust Fund for a judicial settlement of any account of the accountingTrustee not previously settled as hereinabove provided. Any In any such action or proceeding it shall be necessary to join as parties the Trustee, the Company, and the Committee and any judgment or decree entered in such proceedings therein shall be conclusive on upon all persons interested in the Trust Fundsuch parties. 3.3 Notwithstanding any other provision of this Article 3, if the Trustee shall determine that the Trust Fund consists in whole or in part of property not traded freely on a recognized market, or that information necessary to ascertain the fair market value is not readily available, the Trustee may request instructions from the Administrator concerning the value of such property for all purposes under the Plan and this Trust Agreement, and the Administrator shall comply with that request. The Trustee shall be entitled to rely upon the value placed upon such property by the Administrator. At the Trustee's option, it may request that the Administrator hire an independent appraiser that meets the requirements of Code section 401(a)(28)(C) to value the property. Alternatively, if the Trustee chooses, or if the Administrator shall fail or refuse to instruct the Trustee on the value of such property within a reasonable time after receipt of the Trustee's request, the Trustee at its sole discretion may engage an independent appraiser to determine the fair market value of such property. Any expenses with respect to such appraisal shall be paid by the Trustee out of the Trust Fund or, at the option of the Company, by the Company.

Settlement of Accounts. (a) The Trustee shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, and other transactions related to the Trust, and those records shall be available at all reasonable times to the Administrator, the Company, or their authorized representatives. (b) The Trustee, at the direction of the Administrator, shall submit to the Administrator and any other person that the Administrator designates those valuations, reports, or other information as the Administrator may requestreasonably require. In any case, the Trust Fund shall be valued by the Trustee at the frequency agreed to by the Trustee and the Company, but in any event not less than annually at the fair market value as of the close of business at the end of the last business day of the fiscal year of the Plan. Except as specified below, in the absence of fraud or bad faith, the Trustee's valuation of the Trust Fund shall be conclusive. (a) Within sixty days following the close of each fiscal year of the Plan or the close of any other period as may be agreed upon by the Trustee and the Administrator, the Trustee shall file with the Administrator a written account setting forth a description of all securities and other property purchased and sold, all receipts, disbursements, and other transactions effected by it during that fiscal year or other designated period, and listing the securities and other property held by the Trustee at the end of such fiscal year or other designated period, together with their then fair market values. (b) The Administrator may approve an account by written notice of approval delivered to the Trustee or by failure to deliver to the Trustee express objections to the account in writing within sixty days from the date upon which the account was mailed or otherwise delivered to the Administrator. (c) The account shall be deemed approved upon receipt by the Trustee of the Administrator's written approval of the account or upon the passage of the sixty day period of time, except for any matters covered by written objections that have been delivered to the Trustee by the Administrator and for which the Trustee has not given an explanation or made an adjustment satisfactory to the Administrator. (d) If the account is not settled as provided above, the Trustee, the Company or the Administrator shall have the right to apply to a court of competent jurisdiction at the expense of the Trust Fund for a judicial settlement of the accounting. Any judgment or decree entered in such proceedings shall be conclusive on all persons interested in the Trust Fund. 3.3 Notwithstanding any other provision of this Article 3III, if the Trustee shall determine that the Trust Fund consists in whole or in part of property not traded freely on a recognized market, or that information necessary to ascertain the fair market value is not readily available, the Trustee may request instructions from the Administrator concerning the value of such property for all purposes under the Plan and this Trust Agreement, and the Administrator shall comply with that request. The Trustee shall be entitled to rely upon the value placed upon such property by the Administrator. At the Trustee's option, it may request that the Administrator hire an independent appraiser that meets the requirements of Code section Section 401(a)(28)(C) to value the property. Alternatively, if the Trustee chooses, or if the Administrator shall fail or refuse to instruct the Trustee on concerning the value of such property within a reasonable time after receipt of the Trustee's request, the Trustee at its sole discretion may engage an independent appraiser to determine the fair market value of such property. Any expenses with respect to such appraisal shall be paid by the Trustee out of the Trust Fund or, at the option of the Company, by the Company.