Common use of Backup Documentation Clause in Contracts

Backup Documentation. (a) Attached as Annex B hereto are the legal opinions, certificates, and other documents that the Plan Administrator, pursuant to Section 2.5 of the Trust Agreement, in its reasonable discretion, deems necessary or appropriate in connection with the transactions contemplated by this Agreement (including, without limitation, the transfer of the Transferred Interest) (collectively, the “Backup Documentation”). Such Backup Documentation consists of the following legal opinions, certificates and other documents: (i) a legal opinion to the effect that it is not necessary in connection with the transactions contemplated by this Agreement (including, without limitation, the transfer of the Transferred Interest) to register the Transferred Interest under the Securities Act of 1933, as amended; (ii) a “Blue Sky Memorandum” regarding any and all state securities laws applicable to the transactions contemplated by this Agreement (including, without limitation, the transfer of the Transferred Interest); and (iii) such other legal opinions, certificates and other documents as the Plan Administrator, in its reasonable discretion, may deem necessary or appropriate; in each case, in form and substance reasonably satisfactory to the Plan Administrator. (b) In accordance with Section 2.5 of the Trust Agreement, Transferor and Transferee have provided the Backup Documentation to the Plan Administrator at least five (5) days prior to the Effective Transfer Date.

Backup Documentation. (a) Attached as Annex B hereto are the legal opinions, certificates, and other documents that the Plan Liquidation Trust Administrator, pursuant to Section 2.5 of the Trust Agreement, in its reasonable discretion, deems necessary or appropriate in connection with the transactions contemplated by this Agreement (including, without limitation, the transfer of the Transferred Interest) (collectively, the “Backup Documentation”). Such Backup Documentation consists of the following legal opinions, certificates and other documents: (i) a legal opinion to the effect that it is not necessary in connection with the transactions contemplated by this Agreement (including, without limitation, the transfer of the Transferred Interest) to register the Transferred Interest under the Securities Act of 1933, as amended; (ii) a “Blue Sky Memorandum” regarding any and all state securities laws applicable to the transactions contemplated by this Agreement (including, without limitation, the transfer of the Transferred Interest); and (iii) such other legal opinions, certificates and other documents as the Plan Liquidation Trust Administrator, in its reasonable discretion, may deem necessary or appropriate; in each case, in form and substance reasonably satisfactory to the Plan Liquidation Trust Administrator. (b) In accordance with Section 2.5 of the Trust Agreement, Transferor and Transferee have provided the Backup Documentation to the Plan Liquidation Trust Administrator at least five (5) days prior to the Effective Transfer Date.