Common use of Annual Distribution; Withholding Clause in Contracts

Annual Distribution; Withholding. In the discretion of the Liquidating Trustee but not less frequently than annually, subject to the withholding of property on account of Disputed Claims pursuant to the provisions of Article 5 hereof, the Liquidating Trustee shall distribute from the Liquidating Trust to each holder of a Liquidating Trust Interest Cash on hand (including, without limitation, all net Cash income plus all net Cash proceeds from the liquidation of Liquidating Trust Assets, including, without limitation, as Cash for this purpose, all permissible investments described in Section 3.12 below) pro rata in proportion to such holders' respective Liquidating Trust Interests; provided, however, that no annual distribution will be required unless such aggregate distribution would be at least $500,000. Notwithstanding anything to the contrary herein, prior to making any distribution to holders of Liquidating Trust Interests, the Liquidating Trustee may retain such amounts (i) as are reasonably necessary to meet contingent liabilities and to maintain the value of the Liquidating Trust Assets during liquidation, (ii) to pay reasonable estimated expenses (including, without limitation, any taxes imposed on the Liquidating Trust or the Liquidating Trust Disputed Claims Reserve or in respect of the Liquidating Trust Assets), and (iii) to satisfy other liabilities incurred or assumed by the Liquidating Trust (or to which the Liquidating Trust Assets are otherwise subject), all for the term of the Liquidating Trust and in accordance with this Trust Agreement, the Plan or the Schemes. The Liquidating Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Liquidating Trustee's reasonable sole discretion, required by any law, regulation, rule, ruling, directive or other governmental requirement.

Annual Distribution; Withholding. In the discretion of the Liquidating Trustee but not less frequently than annually, subject to the withholding of property on account of Disputed Claims pursuant to the provisions of Article 5 hereof, the Liquidating The GUC Trustee shall distribute from at least annually to the Liquidating holders of GUC Trust to each holder of a Liquidating Trust Interest Cash on hand (including, without limitation, Interests all net Cash cash income plus all net Cash cash proceeds from the liquidation of Liquidating Trust Assets, including, without limitation, as Cash for this purpose, all permissible investments described in Section 3.12 below) pro rata in proportion to such holders' respective Liquidating Trust Interestsassets; provided, however, that no annual distribution will be required unless such aggregate distribution would be at least $500,000. Notwithstanding anything to the contrary herein, prior to making any distribution to holders of Liquidating Trust Interests, the Liquidating GUC Trustee may cause the GUC Trust to retain such amounts (i) as are reasonably necessary to meet contingent liabilities and to maintain the value of the Liquidating assets of the GUC Trust Assets during liquidation, (ii) to pay reasonable estimated administrative expenses (includingincluding the costs and expenses of the GUC Trustee and the GUC Trust Beneficiary Committee and the fees, without limitation, costs and expenses of all professionals retained by them and any taxes imposed on the Liquidating GUC Trust or the Liquidating Trust Disputed Claims Reserve or in respect of the Liquidating Trust Assets), and (iii) to satisfy other liabilities incurred or assumed by the Liquidating GUC Trust (or to which the Liquidating Trust Assets are otherwise subject), all for the term of the Liquidating Trust and ) in accordance with the Plan or this Trust Agreement, and (iv) to establish any reserve authorized by the GUC Trust Beneficiary Committee. All such distributions shall be pro rata based on the number of GUC Trust Interests representing Allowed Claims held by a holder compared with the aggregate number of GUC Trust Interests representing both Allowed and Disputed Claims, subject to the terms of the Plan or the Schemesand this Trust Agreement. The Liquidating GUC Trustee may withhold from amounts distributable to any Person any and all amounts, amounts determined in the Liquidating GUC Trustee's reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement. As provided in the Plan, Beneficiaries shall, as a condition to receiving distributions, provide such information and take such steps as the GUC Trustee may reasonably require to ensure compliance with withholding and reporting requirements, and to enable the GUC Trustee to obtain certifications and information as may be necessary or appropriate to satisfy the provisions of any tax law.

Annual Distribution; Withholding. In the discretion of the Liquidating Trustee but not less frequently than annually, subject to the withholding of property on account of Disputed Claims pursuant to the provisions of Article 5 hereof, the Liquidating The Litigation Trustee shall distribute from at least annually to the Liquidating Litigation Trust to each holder of a Liquidating Trust Interest Cash on hand (including, without limitation, Beneficiaries all net Cash cash income plus all net Cash cash proceeds from the liquidation of Liquidating Trust Assets, including, without limitation, as Cash for this purpose, all permissible investments described in Section 3.12 below) pro rata in proportion to such holders' respective Liquidating Trust Interestsassets; provided, however, that no annual distribution will be required unless such aggregate distribution would be at least $500,000. Notwithstanding anything to the contrary herein, prior to making any distribution to holders of Liquidating Litigation Trust Interests, the Liquidating Trustee may retain such amounts (i) as are reasonably necessary to maintain reserves for distributions to holders of Disputed Claims that may be entitled to Litigation Trust Interests upon allowance of such claims, (ii) as are reasonably necessary to meet contingent liabilities and to maintain the value of the Liquidating assets of the Litigation Trust Assets during liquidation, (iiiii) to pay or reserve for reasonable estimated administrative expenses (includingincluding the costs and expenses of the Litigation Trust and the Litigation Trustee and the fees, without limitationcosts and expenses of all professionals retained by the Litigation Trustee, and any taxes imposed on the Liquidating Litigation Trust or the Liquidating Trust Disputed Claims Reserve or in respect of the Liquidating Trust Assetsassets of the Litigation Trust), and (iiiiv) to satisfy other liabilities incurred or assumed by the Liquidating Litigation Trust (or to which the Liquidating Trust Assets assets are otherwise subject), all for the term of the Liquidating Trust and ) in accordance with this Trust Agreement, the Plan or this Litigation Trust Agreement. All such distributions shall be based on the Schemesnumber of Litigation Trust Interests held by a Litigation Trust Beneficiary compared with the aggregate number of Litigation Trust Interests outstanding, subject to the terms of the ESI Settlement Order, the Plan, the Confirmation Order and this Litigation Trust Agreement. The Liquidating Litigation Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Liquidating Litigation Trustee's ’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement.