Continuance of Liquidating Trust for Winding Up Sample Clauses

Continuance of Liquidating Trust for Winding Up. After the termination of a Liquidating Subtrust and for the purpose of liquidating and winding up the affairs of such Liquidating Subtrust, the Liquidating Trustee shall continue to act as such until the Liquidating Trustee’s duties have been fully performed, including such post-distribution tasks as necessary to wind up the affairs of such Liquidating Subtrust. After the termination of a Liquidating Subtrust, the Liquidating Trustee shall retain for a period of six months the books, records, Beneficiary lists, and certificates and other documents and files which shall have been delivered to or created by the Liquidating Trustee. At the Liquidating Trustee’s discretion, all of such records and documents may, but need not, be destroyed at any time after six months from the completion and winding up of the affairs of such Liquidating Subtrust; provided, however, that prior to any such destruction of records, notice of the Liquidating Trustee’s intention to destroy records shall be provided to the Governmental Units which regulate or regulated the Contributing Debtors. Except as otherwise specifically provided herein, upon the discharge of all liabilities of the Liquidating Trust and Final Distribution of the Liquidating Trust, the Liquidating Trustee shall have no further duties or obligations hereunder. For the avoidance of doubt, the limitations on liability contained in this Agreement shall apply to any actions taken by the Liquidating Trustee during the course of winding up the affairs of the Liquidating Trust.
Sample 1
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Continuance of Liquidating Trust for Winding Up. After the dissolution of the Liquidating Trust and for the purpose of liquidating and winding up the affairs of the Liquidating Trust, the Administrative Trustee shall continue to act as Administrative Trustee, and the Delaware Trustee shall continue to act as Delaware Trustee, until their duties have been fully performed and the Certificate of Trust has been cancelled. Upon distribution of the entire Trust Estate, the Administrative Trustee shall retain for a period of five years the books, records, Beneficiary lists, and certificates and other documents and files which shall have been delivered to or created by the Administrative Trustee or the Delaware Trustee. At the Administrative Trustee's discretion, all of such records and documents may, but need not, be destroyed at any time after five years from the completion and winding up of the affairs of the Liquidating Trust. Except as otherwise specifically provided herein, upon the discharge of all liabilities of the Liquidating Trust and final distribution of the entire Trust Estate and compliance with Section 3808 of the Delaware Statutory Trust Act, the Administrative Trustee shall file a certificate of cancellation of the Certificate of Trust, and, thereafter, the Trustees shall have no further duties or obligations hereunder.
Sample 1
Continuance of Liquidating Trust for Winding Up. After the termination of the Liquidating Trust and solely for the purpose of liquidating and winding up the affairs of the Liquidating Trust, the Liquidating Trustee shall continue to act as such until its duties have been fully performed. Upon Distribution of all Trust Property, the Liquidating Trustee shall retain the books, records and files that shall have been delivered to or created by the Liquidating Trustee. At the Liquidating Trustee’s discretion, all of such records and documents may be destroyed at any time following the date that is six (6) years after the final Distribution of Trust Property (unless such records and documents are necessary to fulfill the Liquidating Trustee’s obligations pursuant to Section 3.01 and Section 4.08 hereof), subject to the terms of any joint prosecution and common interests agreement(s) to which the Liquidating Trustee may be party. Except as otherwise specifically provided herein, upon the final Distribution of Trust Property, the Liquidating Trustee shall be deemed discharged and have no further duties or obligations hereunder and the Liquidating Trust will be deemed to have been dissolved.
Sample 1
Continuance of Liquidating Trust for Winding Up. After the dissolution of the Liquidating Trust and solely for the purpose of liquidating and winding up the affairs of the Liquidating Trust, the Liquidating Trustee shall continue to act as such until its duties have been fully performed. Upon distribution of all the Liquidating Trust Assets, the Liquidating Trustee shall retain the books, records and files that shall have been delivered to or created by the Liquidating Trustee. At the Liquidating Trustee’s discretion, all of such records and documents may be destroyed at any time following the date that is six (6) years after the final distribution of the Liquidating Trust Assets, subject to any joint prosecution and common interests agreement(s) to which the Liquidating Trustee may be party.
Sample 1
Continuance of Liquidating Trust for Winding Up. After the dissolution of the Liquidating Trust and solely for the purpose of liquidating and winding up the affairs of the Liquidating Trust, the Liquidating Trustee, or the Liquidating Trust Advisory Board shall continue to act as such until their duties have been fully performed. As soon as practicable after the Liquidating Trustee exhausts substantially all of the Liquidating Trust Assets by making the final distribution of Cash under the Plan (and in accordance with Article IV.A.7 of the Plan), the Liquidating Trustee shall, at the expense of the Estates, provide for the retention and storage of the Debtors’ and Liquidating Debtors’ books and records that shall have been delivered to or created by the Liquidating Trustee until such time as all such books and records are no longer required to be retained under applicable law, and file a certificate informing the Bankruptcy Court of the location at which such books and records are being stored, file a motion for entry of a final decree closing Liquidating DFC’s Chapter 11 Case and any other Chapter 11 Case that has not been already closed and stating that the assets of the Estates and the Liquidating Trust have been exhausted and final distributions of Cash have been made under the Plan, notify the Liquidating Trust Beneficiaries, file a certificate of cancellation with the Secretary of State of the State of Delaware to terminate the Liquidating Trust, provide a copy of the evidence of such cancellation to the Resident Trustee (pursuant to Section 3811(a)(3) of the Trust Act and this Section 3.3, such certificate of cancellation may be signed by the Liquidating Trustee and need not be signed by the Resident Trustee or any other trustee of the Liquidating Trust), and resign as the sole officer, director, and manager, as applicable, of the Liquidating Debtors. Upon the Bankruptcy Court entry of an order granting the motion described in clause (b) of the preceding sentence, the Liquidating Debtors and the Liquidating Trust shall be deemed dissolved for all purposes without the necessity for any other or further actions to be taken by or on behalf of the Liquidating Debtors or payments to be made in connection therewith, and Liquidating DFC’s Chapter 11 Case shall be closed on the day in which the Bankruptcy Court has entered such order.
Sample 1

Related to Continuance of Liquidating Trust for Winding Up

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

  • Dissolution Termination and Liquidation 30 Section 8.1. Dissolution and Termination 30 Section 8.2. Liquidator 30 Section 8.3. Liquidation of the Company 31 Section 8.4. Cancellation of Certificate of Formation 32 Section 8.5. Return of Contributions 32 Section 8.6. Waiver of Partition 32 ARTICLE IX AMENDMENT OF AGREEMENT 32 Section 9.1. General 32 Section 9.2. Super-Majority Amendments 33 Section 9.3. Amendments to be Adopted Solely by the Manager 33 Section 9.4. Certain Amendment Requirements 34

  • Liquidation; Dissolution; Bankruptcy Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

  • Dissolution and Liquidation (Check One)

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (ii) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Termination and Liquidation 4.1 If, at any time:

  • Distribution of Liquidation Proceeds Subject to the terms and conditions hereof, the Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Dissolution Liquidation and Termination of the Company 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.

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