Creation of and Transfer of Assets to the Environmental Response Trust Sample Clauses

Creation of and Transfer of Assets to the Environmental Response Trust. 2.1.1 Pursuant to the Stipulation and Settlement Agreement, the Parties hereby establish, on behalf of the Beneficiaries named herein, and DPH hereby transfers, assigns, and delivers, by good title and other appropriate instruments, to the Environmental Response Trust, or to the Environmental Trustee, not individually but solely in its representative capacity as Environmental Trustee, if the law of the state in which the property to be transferred is situated prohibits a trust entity from holding such title, on behalf of the Beneficiaries, all of Reorganized Debtors’ right, title and interest in and to the Environmental Trust Assets. Reorganized Debtors shall retain no ownership or other residual interest whatsoever with respect to the Environmental Response Trust, in the DPH Sites. The transfer of ownership by DPH Holdings Corporation of the Environmental Trust Assets shall be a transfer of all of the Reorganized Debtors’ right, title and interests therein, and the transfer shall be (i) free and clear of all claims, liens, encumbrances and interests against the Reorganized Debtors, including mechanics’ liens and other liens for the payments of monetary claims, such as property taxes, or other monetary claims asserted or that could have been asserted in the bankruptcy proceeding, but shall remain subject to any existing in rem claims that do not secure payment of monetary claims (such as easements or deed restrictions); (ii) subject to any rights of the United States, the State of Michigan, and the State of Ohio under the Stipulation and Settlement Agreement; and (iii) accomplished by transfer of good title, with all such conveyance documents to be agreed to in form by the Reorganized Debtors and the Environmental Trustee. The grantee for each such deed and personal property bill of sale shall be the Environmental Response Trust by and through Le Petomane XXVIII, Inc., not individually but solely in its representative capacity as Environmental Trustee. The Environmental Response Trust shall not be responsible for, and Reorganized Debtors shall be responsible for, in accordance with the Plan of Reorganization and applicable bankruptcy law, any invoices, statements, and amounts relating to the DPH Sites that relate to the period prior to the Effective Date even if such items are issued after the Effective Date or are not known of at the time of the Effective Date.
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Creation of and Transfer of Assets to the Environmental Response Trust. 2.1.1. Pursuant to the Consent Decree and Settlement Agreement, the Agreement Parties hereby establish, on behalf of the Beneficiaries named herein, and Debtors hereby agree to transfer, assign and deliver, by good title and other appropriate instruments, to the Environmental Response Trust, or to the Environmental Trustee, not individually but solely in its representative capacity as Environmental Trustee on behalf of the Beneficiaries, all of Debtors’ respective rights, titles and interests in and to the Transferred Debtor Assets. The transfer of ownership by the Debtors of the Transferred Debtor Assets shall be a transfer of all of the Debtors’ respective rights, title and interests therein, and the transfer (i) shall be free and clear of all claims, liens, and interests against the Debtors, including but not limited to all liens of the Consenting Creditors, any of the Debtors’ other noteholders and trustees acting therefor, and the ABL Lenders, all liens for adequate protection, all liens on fixtures or personal property, and all liens for the payment of Claims, such as property taxes, or other Claims asserted or that could have been asserted in the Bankruptcy Cases, except those in favor of the Environmental Agencies, if any, but shall remain subject to any existing in rem obligations that do not secure payment of Claims (such as easements or deed restrictions), and as to any personal property or equipment in which any governmental unit holds an interest and is subject to regulatory requirements under a governmental grant or award, including but not limited to, 10 C.F.R. 600.321, such personal property or equipment shall remain subject to such interest and regulatory requirements; and the Environmental Response Trust may only take action, including but not limited to the use, acquisition, sale, lease, and disposition of such property, in accordance with applicable non-bankruptcy law; (ii) shall be subject to any rights of the Beneficiaries under the Consent Decree and Settlement Agreement; (iii) shall be accomplished by transfer of good title, with all such conveyance documents to be reasonably agreed to in form by the Debtors and the Environmental Trustee with the reasonable consent of the Environmental Agencies; and (iv) subject to Paragraph Error! Reference source not found. of the Consent Decree and Settlement Agreement, with respect to the Designated Sites, shall be in as-is where-is condition, including title defects. Except as otherwise provide...
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