Common use of Limitations on Liquidating Trustee Clause in Contracts

Limitations on Liquidating Trustee. Except as contemplated by this Agreement, the Liquidating Trustee shall not at any time, on behalf of the Liquidating Trust or Beneficiaries, enter into or engage in any trade or business, and no part of any Liquidating Trust Assets shall be used or disposed of by the Liquidating Trustee in furtherance of any trade or business. Except as the Liquidating Trustee reasonably believes is consistent with and in furtherance of its obligations under this Agreement, the Liquidating Trustee shall be restricted to the holding, collection and sale of the Liquidating Trust Assets and the payment and distribution thereof for the purposes set forth in this Agreement and to the conservation and protection of the Liquidating Trust Assets and the administration thereof in accordance with the provisions of this Agreement. In no event shall the Liquidating Trustee receive any property, make any distribution, satisfy or discharge any claims, expenses, charges, Liabilities and obligations or otherwise take any action which is inconsistent with a complete liquidation of Investment Trust C within the meaning of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, and rulings, decisions and determinations of the Internal Revenue Service and courts of competent jurisdiction, or take any action which would jeopardize the status of the Liquidating Trust as a "liquidating trust" for federal income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d). This limitation shall apply regardless of whether the conduct of any such trade or business is deemed by the Liquidating Trustee to be necessary or proper for the conservation and protection of the Liquidating Trust Assets. The Liquidating Trustee shall not invest any of the cash held as Liquidating Trust Assets, except that the Liquidating Trustee may invest in (i) direct obligations of the United States of America or obligations of any agency or instrumentality thereof which mature not later than one year from the date of acquisition thereof; (ii) money market deposit accounts, checking accounts, savings accounts, or certificates of deposit, commercial paper rated not less than A1P1, or other time deposit accounts which mature not later than one year from the date of acquisition thereof which are issued by a commercial bank, brokerage firm or savings institution organized under the laws of the United States of America or any state thereof including, the Wilmington Fund, an AAA rated money market fund managed by Xxxxxx Square, and an affiliate of the Liquidating Trustee,; or (iii) other temporary investments not inconsistent with the Liquidating Trust's status as a liquidating trust for tax purposes (collectively, “Permitted Investments”). It is hereby acknowledged that the Liquidating Trustee shall not be required to maximize the investment return on the Liquidating Trust Assets during the term of this Liquidating Trust Agreement. The Liquidating Trustee shall be and hereby is relieved of all liability with respect to the purchasing, holding or selling of Permitted Investments in accordance with the terms hereof. The Liquidating Trustee is not responsible for any losses to the Liquidating Trust which may occur, including, without limitation, by reason of bank failure or the amount of the Liquidating Trust exceeding the Federal Deposit Insurance Corporation limits.

Limitations on Liquidating Trustee. Except as contemplated by this Agreement, the Liquidating Trustee shall not at any time, on behalf (a) No part of the Liquidating Trust or Beneficiaries, enter into or engage in any trade or business, and no part of any Liquidating Trust Assets Property shall be used or disposed of by the Liquidating Trustee in furtherance of any trade or business. Except as The Liquidating Trustee shall, on behalf of the Liquidating Trust, hold the Liquidating Trust out as a trust in the process of liquidation and not as an investment company. The Liquidating Trustee reasonably believes is consistent shall not engage in any investments or activities inconsistent with the treatment of the Liquidating Trust as a liquidating trust within the meaning of Treasury Regulations Section 301.7701-4(d) while the Liquidating Trust qualifies as a liquidating trust and shall not cause or permit the Liquidating Trust to be operated or maintained other than in furtherance compliance with the provisions of its obligations under this AgreementRevenue Procedure 94-45, the 1994-2 CB 684. The Liquidating Trustee shall be restricted to the holding, collection and sale liquidation of the Liquidating Trust Assets Property on behalf, and for the benefit, of the Beneficiary and the payment Distribution and distribution thereof application of Trust Property for the purposes set forth in this Agreement and to the Plan, and the conservation and protection of the Liquidating Trust Assets Property and the administration thereof in accordance with the provisions of this Agreement and the Plan. (b) Except as expressly permitted pursuant to any provision in this Agreement. In no event shall , the Liquidating Trustee shall neither cause nor permit the Liquidating Trust to: (i) guarantee any obligation of any person or entity, including any affiliate of the Majestic Parties or Beneficiary; (ii) engage, directly or indirectly, in any business other than as contemplated by this Agreement (which, for the avoidance of doubt, shall not prohibit the Liquidating Trust from leasing back to the Majestic Parties certain property used in the operation of the Majestic Parties’ business prior to the date hereof); (iii) incur, create or assume any indebtedness; (iv) engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests; (v) receive any property, or retain cash or cash equivalents in excess of a reasonable amount to meet claims and contingent liabilities (including disputed claims) or to maintain the value of the Liquidating Trust’s assets during liquidation; (vi) make any distributioninvestments other than in demand and time deposits, satisfy such as short-term certificates of deposit, in banks or discharge other savings institutions, or other temporary, liquid investments, such as Treasury bills, other than those reasonably necessary to maintain the value of the assets of and further the liquidating purpose of the Liquidating Trust; (vii) originate any claimsloans; or (viii) without the prior written consent of the Trust Advisory Board, expenses, charges, Liabilities and obligations or otherwise (A) take any action which is inconsistent with a complete liquidation in violation of Investment this Agreement that causes the Liquidating Trust C within the meaning of the Internal Revenue Code of 1986to become insolvent; or (B) (1) commence any case, as amended, Treasury Regulations promulgated thereunder, and rulings, decisions and determinations of the Internal Revenue Service and courts of competent jurisdiction, proceeding or take any other action which would jeopardize the status on behalf of the Liquidating Trust as a "liquidating trust" for federal income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d). This limitation shall apply regardless of whether the conduct under any existing or future law of any such trade jurisdiction relating to bankruptcy, insolvency, reorganization or business is deemed by relief of debtors; (2) institute proceedings to have the Liquidating Trustee Trust adjudicated as bankrupt or insolvent; (3) consent to be necessary the institution of bankruptcy or proper insolvency proceedings against the Liquidating Trust; (4) file a petition or consenting to a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief on behalf of the Trust on behalf of its debts under any federal or state law relating to bankruptcy; (5) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the conservation and protection Liquidating Trust or a substantial portion of their respective properties; (6) make any assignment for the benefit of creditors of the Liquidating Trust; or (7) take any action or causing the Liquidating Trust Assets. The Liquidating Trustee shall not invest to take any action in furtherance of any of the cash held as Liquidating Trust Assets, except that the Liquidating Trustee may invest in (i) direct obligations of the United States of America or obligations of any agency or instrumentality thereof which mature not later than one year from the date of acquisition thereof; (ii) money market deposit accounts, checking accounts, savings accounts, or certificates of deposit, commercial paper rated not less than A1P1, or other time deposit accounts which mature not later than one year from the date of acquisition thereof which are issued by a commercial bank, brokerage firm or savings institution organized under the laws of the United States of America or any state thereof including, the Wilmington Fund, an AAA rated money market fund managed by Xxxxxx Square, and an affiliate of the Liquidating Trustee,; or (iii) other temporary investments not inconsistent with the Liquidating Trust's status as a liquidating trust for tax purposes (collectively, “Permitted Investments”). It is hereby acknowledged that the Liquidating Trustee shall not be required to maximize the investment return on the Liquidating Trust Assets during the term of this Liquidating Trust Agreement. The Liquidating Trustee shall be and hereby is relieved of all liability with respect to the purchasing, holding or selling of Permitted Investments in accordance with the terms hereof. The Liquidating Trustee is not responsible for any losses to the Liquidating Trust which may occur, including, without limitation, by reason of bank failure or the amount of the Liquidating Trust exceeding the Federal Deposit Insurance Corporation limitsforegoing.

Limitations on Liquidating Trustee. Except as contemplated by this Agreement, the (a) The Liquidating Trustee shall not at any timeshall, on behalf of the Liquidating Trust or BeneficiariesTrust, enter into or engage in any trade or business, and no part of any hold the Liquidating Trust Assets shall be used or disposed out as a trust in the process of by the Liquidating Trustee in furtherance of any trade or businessliquidation and not as an investment company. Except as the Liquidating Trustee reasonably believes is consistent with and in furtherance of its obligations under this Agreement, the The Liquidating Trustee shall be restricted to the holding, collection and sale liquidation of the Liquidating Trust Assets on behalf, and for the benefit, of the Liquidating Trust Beneficiaries and the payment distribution and distribution thereof application of Liquidating Trust Assets for the purposes set forth in this Agreement in, and to the conservation and protection of the Liquidating Trust Assets and the administration thereof in accordance with with, the provisions of this Trust Agreement. In no event shall , the Plan and the Confirmation Order. (b) Notwithstanding anything in this Trust Agreement to the contrary, and subject to any powers that are expressly vested in the Litigation Subcommittee pursuant to this Trust Agreement, the Liquidating Trustee receive shall submit to the Trust Advisory Board for its approval the following matters and any property, make any distribution, satisfy or discharge any claims, expenses, charges, Liabilities and obligations or otherwise take any action which is inconsistent with a complete liquidation of Investment Trust C within other matters that expressly require the meaning approval of the Internal Revenue Code Trust Advisory Board pursuant to the other terms of 1986this Trust Agreement: (i) Any transaction involving the sale, as amendedassignment, Treasury Regulations promulgated thereunder, and rulings, decisions and determinations transfer or abandonment of the Internal Revenue Service and courts of competent jurisdiction, or take any action which would jeopardize the status of the Liquidating Trust as Asset or Assets having a "liquidating trust" for federal income tax purposes within the meaning value in excess of Treasury Regulation Section 301.7701-4(d). This limitation shall apply regardless of whether the conduct $500,000.00; (ii) Any incurrence of any such trade cost, expense or business is deemed fee in excess of $500,000.00 (covering services to be rendered or products utilized by the Liquidating Trustee within a one month period); (iii) Subject to Section 6.8(b), any determination to retain Trust Professionals and any compensation arrangements for such Trust Professionals, it being understood that the Liquidating Trustee initially intends to engage Weil, Gotshal & Mxxxxx LLP, Qxxxx Exxxxxx Xxxxxxxx & Sxxxxxxx, LLP and such other counsel as may be necessary appointed by the Trust Advisory Board from time to time to litigate Disputed Claims; (iv) Determination of the amount and timing of any distribution to the Liquidating Trust Beneficiaries; (v) Any determination to initiate lawsuits or proper for the conservation and protection proceedings; and (vi) The dissolution of the Liquidating Trust AssetsTrust. The foregoing shall not limit the Liquidating Trustee’s ability to make determinations and take actions regarding compliance with tax withholding requirements (including remittances). (c) The Liquidating Trustee shall not invest submit any of the cash held as Liquidating Trust Assetsproposed settlement, except that the Liquidating Trustee may invest in (i) direct obligations of the United States of America disposition or obligations abandonment of any agency Claims asserted against the Debtors or instrumentality thereof which mature not later than one year from the date of acquisition thereof; (ii) money market deposit accounts, checking accounts, savings accounts, or certificates of deposit, commercial paper rated not less than A1P1, or other time deposit accounts which mature not later than one year from the date of acquisition thereof which are issued by a commercial bank, brokerage firm or savings institution organized under the laws of the United States of America or any state thereof including, the Wilmington Fund, an AAA rated money market fund managed by Xxxxxx Square, and an affiliate of the Liquidating Trustee,; or (iii) other temporary investments not inconsistent with the Liquidating Trust's status as a liquidating trust for tax purposes (collectively, “Permitted Investments”). It is hereby acknowledged that the Liquidating Trustee shall not be required to maximize the investment return on the Liquidating Trust Assets during the term of this Liquidating Trust Agreement. The Liquidating Trustee shall be and hereby is relieved of all liability with respect Debtors’ estates to the purchasing, holding Trust Advisory Board or selling of Permitted Investments in accordance with the terms hereof. The Liquidating Trustee is not responsible for any losses to the Liquidating Trust which may occurLitigation Subcommittee, includingas applicable, without limitation, by reason of bank failure or the amount of the Liquidating Trust exceeding the Federal Deposit Insurance Corporation limits.for consideration and approval as provided in this Section 6.3(c)

Limitations on Liquidating Trustee. Except as contemplated by this Agreement, the (a) The Liquidating Trustee shall not at any timeshall, on behalf of the Liquidating Trust or BeneficiariesTrust, enter into or engage in any trade or business, and no part of any hold the Liquidating Trust Assets shall be used or disposed out as a trust in the process of by the Liquidating Trustee in furtherance of any trade or businessliquidation and not as an investment company. Except as the Liquidating Trustee reasonably believes is consistent with and in furtherance of its obligations under this Agreement, the The Liquidating Trustee shall be restricted to the holding, collection and sale liquidation of the Liquidating Trust Assets on behalf, and for the benefit, of the Liquidating Trust Beneficiaries and the payment Distribution and distribution thereof application of the Liquidating Trust Assets for the purposes set forth in this Agreement in, and to the conservation and protection of the Liquidating Trust Assets and the administration thereof in accordance with with, the provisions of this Trust Agreement. In no event , the Plan and the Confirmation Order, and shall the Liquidating Trustee receive any property, make any distribution, satisfy or discharge any claims, expenses, charges, Liabilities and obligations or otherwise not take any action which is inconsistent with a complete liquidation of Investment Trust C within the meaning of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, and rulings, decisions and determinations of the Internal Revenue Service and courts of competent jurisdiction, or take any action which that would jeopardize the status treatment of the Liquidating Trust as a "“liquidating trust" ” that is a grantor trust for United States federal income tax purposes within purposes. (b) Notwithstanding anything in this Trust Agreement to the meaning of Treasury Regulation Section 301.7701-4(d). This limitation shall apply regardless of whether the conduct of any such trade or business is deemed by the Liquidating Trustee to be necessary or proper for the conservation and protection of the Liquidating Trust Assets. The Liquidating Trustee shall not invest any of the cash held as Liquidating Trust Assetscontrary, except that the Liquidating Trustee may invest in (i) direct obligations of the United States of America or obligations of any agency or instrumentality thereof which mature not later than one year from the date of acquisition thereof; (ii) money market deposit accounts, checking accounts, savings accounts, or certificates of deposit, commercial paper rated not less than A1P1, or other time deposit accounts which mature not later than one year from the date of acquisition thereof which are issued by a commercial bank, brokerage firm or savings institution organized under the laws of the United States of America or any state thereof including, the Wilmington Fund, an AAA rated money market fund managed by Xxxxxx Square, and an affiliate of the Liquidating Trustee,; or (iii) other temporary investments not inconsistent with the Liquidating Trust's status as a liquidating trust for tax purposes (collectively, “Permitted Investments”). It is hereby acknowledged that the Liquidating Trustee shall not be required to maximize the investment return on the Liquidating Trust Assets during the term of this Liquidating Trust Agreement. The Liquidating Trustee shall be and hereby is relieved of all liability with respect to the purchasing, holding or selling of Permitted Investments in accordance with the terms hereof. The Liquidating Trustee is not responsible for any losses submit to the Liquidating Trust which may occurAdvisory Board for approval all non-ministerial decisions, including, without limitation, by reason the matters set forth in Section 6.5(a) of bank failure or this Trust Agreement, the amount following matters and any other matters that require the approval of the Liquidating Trust exceeding Advisory Board pursuant to the Federal Deposit Insurance Corporation limitsother terms of this Trust Agreement: (i) any transaction involving the sale, assignment, transfer or abandonment of any Liquidating Trust Asset(s); (ii) any incurrence of any cost, expense or fee in excess of $50,000 (covering services to be rendered or products utilized by the Liquidating Trustee within a one month period); (iii) subject to Section 6.7 of this Trust Agreement, any determination to retain Liquidating Trust Professionals and any compensation arrangements for such Liquidating Trust Professionals, it being understood that the Liquidating Trust initially intends to engage [ ] (“[ ]”) as primary trust litigation counsel (“Primary Trust Litigation Counsel”); (iv) determination of the amount and timing of any Distribution to the Liquidating Trust Beneficiaries; (v) any determination to initiate, settle or otherwise dispose of lawsuits or proceedings; (vi) the management of preference and claim reconciliation matters; (vii) at any time request that the Bankruptcy Court estimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether the Debtors previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, pursuant to Article XII of the Plan; (viii) the dissolution of the Liquidating Trust; and (ix) submission to the Bankruptcy Court by the Liquidating Trustee of any question or questions regarding any specific action proposed to be taken by the Liquidating Trustee with respect to this Trust Agreement, the Liquidating Trust, or the Liquidating Trust Assets, including the administration and Distribution of the Liquidating Trust Assets and the termination of the Liquidating Trust. The foregoing shall not limit the Liquidating Trustee’s ability to make determinations and take actions regarding compliance with tax withholding requirements (including remittances).

Limitations on Liquidating Trustee. Except as contemplated by this Agreement, the Liquidating Trustee shall not at any time, on behalf of the Liquidating Trust or Beneficiaries, enter into or engage in any trade or business, and no part of any Liquidating Trust Assets shall be used or disposed of by the Liquidating Trustee in furtherance of any trade or business. Except as the Liquidating Trustee reasonably believes is consistent with and in furtherance of its obligations under this Agreement, the Liquidating Trustee shall be restricted to the holding, collection and sale of the Liquidating Trust Assets and the payment and distribution thereof for the purposes set forth in this Agreement and to the conservation and protection of the Liquidating Trust Assets and the administration thereof in accordance with the provisions of this Agreement. In no event shall the Liquidating Trustee receive any property, make any distribution, satisfy or discharge any claims, expenses, charges, Liabilities and obligations or otherwise take any action which is inconsistent with a complete liquidation of Investment Trust C D within the meaning of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, and rulings, decisions and determinations of the Internal Revenue Service and courts of competent jurisdiction, or take any action which would jeopardize the status of the Liquidating Trust as a "liquidating trust" for federal income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d). This limitation shall apply regardless of whether the conduct of any such trade or business is deemed by the Liquidating Trustee to be necessary or proper for the conservation and protection of the Liquidating Trust Assets. The Liquidating Trustee shall not invest any of the cash held as Liquidating Trust Assets, except that the Liquidating Trustee may invest in (i) direct obligations of the United States of America or obligations of any agency or instrumentality thereof which mature not later than one year from the date of acquisition thereof; (ii) money market deposit accounts, checking accounts, savings accounts, or certificates of deposit, commercial paper rated not less than A1P1, or other time deposit accounts which mature not later than one year from the date of acquisition thereof which are issued by a commercial bank, brokerage firm or savings institution organized under the laws of the United States of America or any state thereof including, the Wilmington Fund, an AAA rated money market fund managed by Xxxxxx Square, and an affiliate of the Liquidating Trustee,; or (iii) other temporary investments not inconsistent with the Liquidating Trust's status as a liquidating trust for tax purposes (collectively, “Permitted Investments”). It is hereby acknowledged that the Liquidating Trustee shall not be required to maximize the investment return on the Liquidating Trust Assets during the term of this Liquidating Trust Agreement. The Liquidating Trustee shall be and hereby is relieved of all liability with respect to the purchasing, holding or selling of Permitted Investments in accordance with the terms hereof. The Liquidating Trustee is not responsible for any losses to the Liquidating Trust which may occur, including, without limitation, by reason of bank failure or the amount of the Liquidating Trust exceeding the Federal Deposit Insurance Corporation limits.