Purpose of the Liquidating Trust Sample Clauses

Purpose of the Liquidating Trust. The Liquidating Trust shall be established for the sole purpose of liquidating the Liquidating Trust Assets and, if required, fund the winding down of the Reorganization Cases, in accordance with Treasury Regulations Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business. Accordingly, the Liquidating Trustee shall, in an expeditious but orderly manner, liquidate and convert to Cash the Liquidating Trust Assets, make distributions, and not unduly prolong the duration of the Liquidating Trust. The liquidation of the Liquidating Trust Assets may be accomplished either through the sale of Liquidating Trust Assets (in whole or in combination), including, without limitation, the sale of any Estate Representative Claims or through the prosecution or settlement of any Estate Representative Claims, or otherwise.
Sample 1Sample 2
AutoNDA by SimpleDocs
Purpose of the Liquidating Trust. The Liquidating Trust shall be established for the primary purpose of liquidating its assets, in accordance with Treas. Reg. § 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. Accordingly, the Liquidating Trustee shall, in an expeditious but orderly manner, liquidate and convert to cash the Liquidating Trust Assets, including the Causes of Action, make timely distributions to the Liquidating Trust Beneficiaries and not unduly prolong its duration. The Liquidating Trust shall not be deemed a successor-in-interest of the Debtor for any purpose other than as specifically set forth in the Plan or in this Agreement.
Sample 1Sample 2
Purpose of the Liquidating Trust. The Liquidating Trust shall be established for the primary purpose of (a) administering the Liquidating Trust Assets; (b) prosecuting, compromising, resolving and liquidating the Liquidating Trust Assets, (c) adjudicating, objecting to, settling, compromising or otherwise liquidating the Claims; and (d) distributing the Liquidating Trust Proceeds to the Beneficiaries in accordance with Treasury Regulation Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust.
Sample 1
Purpose of the Liquidating Trust. The Liquidating Trust shall be established for the sole purpose of liquidating the Trust Assets, in accordance with Treasury Regulation Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. Accordingly, the Liquidating Trustee shall, in an as expeditious and orderly manner as possible, liquidate and convert to Cash the Trust Assets of the Liquidating Trust, make timely distributions and not unduly prolong the duration of the Liquidating Trust. Subject to the limitations set forth in Section 3.5 below, the liquidation of the Trust Assets may be accomplished through the sale of Trust Assets (in whole or in combinations), including, without limitation, the sale of any stock or assets of any Surviving Debtor Entity or Insurance Company Subsidiary.
Sample 1
Purpose of the Liquidating Trust. (a) It is expected that the Company shall liquidate and the Termination shall occur prior to fully winding up its affairs. The Liquidating Trust hereby is organized for the sole purpose of winding up the affairs of the Company as promptly as reasonably possible and with no objective to continue or engage in the conduct of a trade or business.
Sample 1
Purpose of the Liquidating Trust. The Debtors and the Liquidating Trustee, pursuant to the Plan and the Confirmation Order and in accordance with the Bankruptcy Code, applicable tax statutes, rules and regulations, to the extent incorporated in this Liquidating Trust Agreement, hereby settle the Liquidating Trust on behalf of and for the sole benefit of the Beneficiaries and for the primary purpose of liquidating the Trust Assets and distributing the Trust Assets or proceeds thereof to the Beneficiaries pursuant to the Plan and in accordance with Treas. Reg. § 301.7701-4(d). The Liquidating Trust has no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. It shall not be the objective or purpose of this Liquidating Trust to, and the Liquidating Trustee shall have no authority to, conduct a trade or business except as reasonable and necessary to, and consistent with, the liquidation of the Trust Assets. In particular, the Liquidating Trust, through the Liquidating Trustee, will oversee the wind down, dissolution, and liquidation of the Trust Assets and the remaining Estates, other than the duties assigned to the Equity Commitment Escrow Agent, in accordance with the Plan, including without limitation the following: (a) accept and place all Trust Assets into the Liquidating Trust; (b) to the extent feasible, reduce all remaining Trust Assets, including, but not limited to, Causes of Action, to cash; (c) object to and resolve Disputed Claims in Class 6 under the Plan in accordance with the terms of the Plan; (d) make all distributions in accordance with the Plan to the extent such distributions are to be made from the Trust Assets; (e) pay U.S. Trustee Fees accruing in the Chapter 11 Cases after the Effective Date; (f) retain professionals and other agents; and (g) take such steps as are reasonable and necessary to accomplish the Liquidating Trust’s purpose, all as provided in, and subject to the terms and provisions of, the Plan, the Confirmation Order and this Liquidating Trust Agreement. The Trust Assets shall be held for the exclusive and sole benefit of the Beneficiaries and shall only be used to fund distributions to such Beneficiaries in accordance with the Plan and to fund payment of costs, fees, and expenses incurred in connection with the administration of the Liquidating Trust or the Plan.
Sample 1
Purpose of the Liquidating Trust. The Liquidating Trust shall be established for making Distribution under the Plan and liquidating the Liquidating Trust Assets, in accordance with Treasury Regulation Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business. Accordingly, the Liquidating Trustee shall liquidate and convert to Cash, or otherwise distribute to the Beneficiaries, the Liquidating Trust Assets, make timely distributions and not unreasonably prolong the duration of the Liquidating Trust. The liquidation of the Liquidating Trust may be accomplished either through the sale of Liquidating Trust Assets (in whole or in combination), including the sale of any claims, rights or causes of action and/or through the prosecution or settlement of any claims, rights or causes of action, or otherwise, including the distribution of certain Liquidating Trust Assets to the Beneficiaries. The Liquidating Trust will not hold itself out as an investment company and will not conduct a trade or business.
Sample 1
AutoNDA by SimpleDocs
Purpose of the Liquidating Trust. The Liquidating Trust shall be established for the sole purpose of liquidating the Liquidating Trust Assets in accordance with Treasury Regulations Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business. Accordingly, the Liquidating Trustee shall, in an expeditious but orderly manner, liquidate and convert to Cash the Liquidating Trust Assets, settle or otherwise pay any liabilities of or claims against the Liquidating Trust Assets, make a Final Liquidation Payment to Beneficiaries upon completion of the statutory period for the dissolution on the Company under Delaware law, and otherwise settle the affairs of the Company and distribute any remaining Liquidating Trust Assets in accordance with the Plan.
Sample 1
Purpose of the Liquidating Trust. The Debtors and the Liquidating Trustee, pursuant to the Plan and the Confirmation Order, and in accordance with the Bankruptcy Code, applicable tax statutes, rules, and regulations, to the extent incorporated in this Agreement, hereby constitute and create a trust (the “Liquidating Trust”) for the purpose of winding down certain affairs of the Debtors and liquidating the Liquidating Trust Assets for the benefit of the Beneficiaries, with no objective to continue or engage in the conduct of a trade or business. In particular, the Liquidating Trust, through the Liquidating Trustee, shall (i) pending the reduction to Cash of the Liquidating Trust Assets (and any non-Cash proceeds thereof), manage, and collect and obtain proceeds from, the Liquidating Trust Assets, with the goal of reducing the Liquidating Trust Assets (and any non-Cash proceeds thereof) to Cash; (ii) make distributions pursuant to this Agreement, the Plan, and the Confirmation Order; (iii) wind down the Debtors and their affairs, including by filing final cost reports and taking such other actions as are necessary to bring about an orderly wind down of the Debtors’ operations; and (iv) take such steps as are reasonably necessary to accomplish such purposes, all as more fully provided in, and subject to the terms and provisions of, the Plan, the Confirmation Order, and this Agreement. The Liquidating Trust shall not have authority to engage in a trade or business, and no portions of the Liquidating Trust Assets shall be used in the conduct of a trade or business, except as is reasonably necessary for the prompt and orderly collection and reduction to Cash of the Liquidating Trust Assets (and any non-Cash proceeds thereof) and an orderly wind down of the Debtors’ affairs, with the goal of maximizing such assets for the benefit of the Beneficiaries.
Sample 1

Related to Purpose of the Liquidating Trust

  • PURPOSE OF THE TRUST The purpose of the Trust shall be to (a) manage, conduct, operate and carry on the business of an investment company; (b) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible, including but not limited to Securities of any type whatsoever, whether equity or nonequity, of any issuer, evidences of indebtedness of any person and any other rights, interest, instruments or property of any sort to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investment of every kind and description, including without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments. The Trustees shall not be limited by any law limiting the investments which may be made by fiduciaries.

  • Liquidating Trustee Upon the dissolution of the Company, such party as is designated by a Majority in Interest will act as liquidating trustee of the Company (the “Liquidating Trustee”) and proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members. The Liquidating Trustee will attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice. The Members and their respective designees will have the right to purchase any Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Company, such assets may be distributed in kind to the Members in lieu of cash, proportionately to their right to receive cash distributions hereunder.

  • The Liquidator The “Liquidator” shall mean a Person appointed by the Governors to oversee the liquidation of the Company. Upon the consent of a majority in interest of the Members, the Liquidator may be the Governors. The Company is authorized to pay a reasonable fee to the Liquidator for its services performed pursuant to this Article X and to reimburse the Liquidator for its reasonable costs and expenses incurred in performing those services. The Company shall indemnify, save harmless, and pay all judgments and claims against such Liquidator and any officers, Governors, agents and employees of the Liquidator relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Liquidator, or any officers, Governors, agents or employees of the Liquidator in connection with the liquidation of the Company, including reasonable attorneys’ fees incurred in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, except to the extent such liability or damage is caused by fraud, intentional misconduct, or a knowing violation of the laws which was material to the cause of action.

  • Purpose of the Partnership The purpose of the Partnership is to acquire, construct, own and operate the Apartment Housing in order to provide, in part, Tax Credits to the Partners in accordance with the provisions of the Code and the Treasury Regulations applicable to LIHTC and to sell the Apartment Housing. The Partnership shall not engage in any business or activity which is not incident to the attainment of such purpose.

  • Purpose of Trust The purpose of the Trust is to conduct, operate and carry on the business of a management investment company registered under the 1940 Act through one or more Series investing primarily in securities.

  • Limited Distributions of Income from Trust Account (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company.

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Sale of Trust Assets (a) [Intentionally Omitted].

  • Custody of Partnership Funds; Bank Accounts (a) All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.

  • Purpose of Partnership The exclusive purpose of the Partnership shall be (i) to own and operate those certain restaurants known as Outback Steakhouse® at those addresses listed on Exhibit A, and such additional restaurants, if any, as may be approved by the Company in its sole discretion and as may hereafter be established by the Partnership (individually, the “Restaurant,” or collectively, the “Restaurants”), utilizing the System and the Proprietary Marks owned by or licensed to the Company and (ii) to engage in any other lawful act, business or activity for which limited partnerships may be formed under the Act and engage in any and all activities necessary, advisable, convenient or incidental thereto. The Limited Partners acknowledge and agree that as between the parties hereto, the Company is the sole and exclusive owner of the System and the Proprietary Marks and neither the Limited Partners nor the Partnership have any right, title, or interest in or to the System or the Proprietary Marks, except as specifically provided in Section 4.5 hereof. Nothing contained herein shall be construed as granting the Partnership or any Partner any exclusive or protected trading area. Nothing contained herein shall be construed as obligating the Company to open additional restaurants on behalf of the Partnership or to authorize the Partnership to open additional Restaurants. Nothing contained herein shall be construed as limiting the Company’s, or its Affiliates’, right to open, or license others to open, Outback Steakhouse® restaurants at any location, and neither the Partnership nor any Limited Partner shall have any interest in such restaurants.

Time is Money Join Law Insider Premium to draft better contracts faster.