Role of the Liquidating Trustee Sample Clauses

Role of the Liquidating Trustee. In furtherance of and consistent with the purpose of the Liquidating Trust, this Plan, and the Schemes, the Liquidating Trustee shall, for the benefit of the Beneficiaries, (i) have the power and authority to hold, manage, and distribute the Liquidating Trust Assets, and (ii) have the power and authority to hold, manage, and distribute the Cash or non-Cash Liquidating Trust Assets obtained through the exercise of its power and authority. In all circumstances, the Liquidating Trustee shall act in the best interests of all Beneficiaries of the Liquidating Trust and in furtherance of the purpose of the Liquidating Trust.
Sample 1Sample 2
AutoNDA by SimpleDocs
Role of the Liquidating Trustee. In consultation with the Plan Advisory Committee and otherwise subject to the terms of the Plan (including, without limitation, Section 7.4 thereof), the Liquidating Trustee shall, in furtherance of and consistent with the purpose of the Plan and the Liquidating Trust, among other things, in its discretion: (A) hold, manage, transfer, abandon, and/or sell the Liquidating Trust Assets, (B) subject to the discussion in Section 6.1 hereof, hold, manage, receive, and distribute the proceeds of the Liquidating Trust Assets and all of the other Cash in the Liquidating Trust that is either deposited therein by the Debtors on the Effective Date or is obtained by the Liquidating Trustee thereafter either through the exercise of its power and authority under the Plan or the Liquidating Trust Agreement, (C) prosecute and resolve, in the names of the Debtors, the Estates, and/or the name of the Liquidating Trustee, the Avoidance Actions and all other Causes of Action, (D) prosecute and resolve objections to Disputed General Unsecured Claims (including, without limitation, all Tort Claims, all Disputed Member Bond Claim Portions, and all Disputed Down Payment Claim Portions) in the names of the Debtors, the Estates, and/or the name of the Liquidating Trustee, (E) perform such other functions as are provided in the Plan and the Liquidating Trust Agreement, (F) utilize the Liquidating Trustee Expense Fund to perform such functions as are provided in the Plan and the Liquidating Trust Agreement, and (G) administer the closure of the Case of Complete Retreats and the Case of any other Debtor that is not closed in accordance with Plan Section 6.1(a). In connection with exercising such responsibilities, and to provide for the timely occurrence of the Effective Date, the Liquidating Trustee may enter into all documents and agreements necessary, including, without limitation, a secured note agreement, to facilitate the deferral of accrued and unpaid professional fees contemplated by the Term Sheet and/or any documents evidencing such terms and conditions (as they may be modified by agreement of the parties thereto). The Liquidating Trustee shall be responsible for all decisions and duties with respect to the Liquidating Trust and the Liquidating Trust Assets, in consultation with the Plan Advisory Committee. Without limiting the generality of the foregoing, the Liquidating Trustee shall, in its discretion, act on behalf of the Debtors and the Estates for all purposes with resp...
Sample 1Sample 2

Related to Role of the Liquidating Trustee

  • 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 Directors to oversee the liquidation of the Company. Upon the consent of a majority of the Membership Voting Interests, the Liquidator may be the Directors. 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, directors, 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, directors, 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.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Powers and Duties of the Preferred Guarantee Trustee (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee.

  • Duties of the Owner Trustee (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Issuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement.

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