Common use of Appointment as Representative Clause in Contracts

Appointment as Representative. Pursuant to section 1123(b)(3) of the Bankruptcy Code, the Litigation Trustee shall be the duly appointed representative of the estates for certain limited purposes, and, as such, to the extent provided herein, the Litigation Trustee succeeds to the rights and powers of a trustee in bankruptcy solely with respect to prosecution of the Assigned Actions for the benefit of the Beneficiaries. To the extent that any Assigned Actions cannot be transferred to the Litigation Trust because of a restriction on transferability under applicable non-bankruptcy law that is not superseded or preempted by section 1123 of the Bankruptcy Code or any other provision of the Bankruptcy Code, such Litigation Trust Assets shall be deemed to have been retained by the Reorganized Debtors (other than for tax purposes) and the Litigation Trustee shall be deemed to have been designated as a representative of the Debtors' estates to the extent provided herein pursuant to section 1123(b)(3)(B) of the Bankruptcy Code solely to enforce and pursue such Assigned Actions on behalf of the estates. Notwithstanding the foregoing, all net proceeds of the Litigation Trust Assets shall be distributed consistent with the provisions of the Plan and this Litigation Trust Agreement in accordance with the Distribution Schedule. For avoidance of doubt, any Assigned Action subject to this Section 2.7 shall be treated by the Parties for U.S. federal, state and local income tax purposes as a disposition of the Assigned Action by the Reorganized Debtor as described in Section 8.1 below.

Appointment as Representative. Pursuant to section 1123(b)(31123(b)(3)(B) of the Bankruptcy Code, the Litigation Liquidating Trustee shall be the duly appointed representative of the estates Estates for certain limited purposes, purposes and, as such, to the extent provided herein, the Litigation Liquidating Trustee succeeds to the rights and powers of a trustee in bankruptcy solely with respect to prosecution prosecution, resolution and settlement of the Assigned Actions for Preserved Estate Claims and the benefit of the BeneficiariesDisputed Claims. To the extent that any Assigned Actions of the Preserved Estate Claims or any right to prosecute, settle or dispose of a Disputed Claim or Interest cannot be transferred to the Litigation Liquidating Trust because of a restriction on transferability under applicable non-bankruptcy law that is not superseded or preempted by section 1123 of the Bankruptcy Code or any other provision of the Bankruptcy Code, such Litigation Trust Assets Preserved Estate Claims and rights shall be deemed to have been retained by the Reorganized Debtors and the Wind-Down Debtors (other than for tax purposes) and the Litigation Liquidating Trustee shall be deemed to have been designated as a representative of the Debtors' estates Debtors to the extent provided herein pursuant to section 1123(b)(3)(B) of the Bankruptcy Code solely to enforce and pursue such Assigned Actions Preserved Estate Claims on behalf of the estatesDebtors, the Wind-Down Debtors, and the Estates for the benefit of the Liquidating Trust Beneficiaries or settle or otherwise dispose of Disputed Claims. Notwithstanding the foregoing, all net proceeds of the Litigation Liquidating Trust Assets Proceeds shall be distributed to the Liquidating Trust Beneficiaries consistent with the provisions of the Plan Plan, Confirmation Order, and this Litigation Trust Agreement in accordance with the Distribution ScheduleAgreement. For the avoidance of doubt, any Assigned Action of the Preserved Estate Claims subject to this Section 2.7 shall be treated by the Parties for U.S. federal, state and local income tax purposes as a disposition of the Assigned Action Preserved Estate Claims and Disputed Claims by the Reorganized Debtor Debtors as described in Section 8.1 below2.2 herein.