Common use of Limitations on Trustees Clause in Contracts

Limitations on Trustees. The Trustees shall not at any time, on behalf of the Trust or Beneficiaries, enter into or engage in any trade or business, and no part of the Trust Assets shall be used or disposed of by the Trustees in furtherance of any trade or business, except to the extent that both (a) the business was engaged in by the Trust Subsidiaries immediately prior to the Record Date, and (b) the continuing conduct of the business activities is reasonably necessary to conserve or maintain the Trust Assets and to facilitate the expeditious liquidation of the Trust Assets. The Trustees shall be restricted to the conservation and protection of the Trust Assets and the administration, collection and distribution thereof in accordance with the provisions of this Agreement. In no event shall the Trustees take any action that would jeopardize the status of the Trust as a "liquidating trust" for federal income tax purposes within the meaning of Section 301.7701-4(d) of the Income Tax Regulations. This limitation shall apply regardless of whether such action is deemed by the Trustees to be necessary or proper for the conservation and protection of the Trust Assets. The Trustees shall not invest any of the funds held as Trust Assets, except that the Trustees may invest any portion of the Trust Assets 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, certificates of deposit or other time deposit accounts which mature not later than one year from the date of acquisition thereof and which are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof; (iii) any other investments which may be determined by the Trustees to be permissible under Revenue Procedure 82-58, as the same may be amended, supplemented or modified, and the Investment Company Act; or (iv) equity securities (w) upon the exercise of any warrant or other convertible security forming part of the Trust Assets or held by any Trust Subsidiary, (x) in a rights offering made to then existing stockholders of a Person in which the Trust or any Trust Subsidiary beneficially owns Investment Securities, (y) upon the exercise of a Purchase Right, or (z) in exchange, in whole or in part, for equity or debt securities of any other Person, if in any case in this clause (iv) the Trustees reasonably believe that by doing so (1) the value of the Trust Assets or the assets of such Trust Subsidiary will be conserved and protected or (2) the ability of the Trust or any Trust Subsidiary to liquidate any such asset for cash will be materially enhanced or accelerated and neither Trustee receives a personal benefit as a result thereof that is not received by all holders of Units on a pro rata basis (provided that the Trustees shall dispose of such equity or debt securities as soon as is practicable on a basis that is consistent with the purpose of the Trust). Notwithstanding the foregoing, in no event shall the Trustees: (a) reinvest or permit any Trust Subsidiary to reinvest any proceeds from the sale of any Investment Security or any other Trust Asset in any manner, except as expressly permitted by any provision of the immediately preceding sentence of this Section 6.1; (b) exercise or permit any Trust Subsidiary to exercise any right under any Investment Contract to acquire additional securities, whether by way of a pre-emptive right, a right of first offer or first refusal or otherwise (collectively, "Purchase Rights"), except as expressly permitted by any provision of clause (iv) of the immediately preceding sentence of this Section 6.1; (c) sell, assign, transfer, convey or otherwise dispose of any Investment Security, or permit any Trust Subsidiary to sell, assign, transfer, convey or otherwise dispose of any Investment Security, except in compliance with the registration requirements of the Securities Act or any state securities laws or an applicable exemption from such registration requirements; or (d) take any action, or permit any Trust Subsidiary to take any action, that would violate the Investment Company Act.

Limitations on Trustees. The Trustees shall not at any time, on behalf of the Trust or Beneficiaries, enter into or engage in any trade or business, and no part of the Trust Assets Grafiti Shares shall be used or disposed of by the Trustees in furtherance of any trade or business, except to the extent that both (a) the business was engaged in by the Trust Subsidiaries immediately prior to the Record Date, and (b) the continuing conduct of the business activities is reasonably necessary to conserve or maintain the Trust Assets and to facilitate the expeditious liquidation of the Trust Assets. The Trustees shall be restricted (i) to the holding the Grafiti Shares, (ii) distributing the Grafiti Shares as set forth herein and in the Separation Agreement and the Distribution Agent Agreement, if the Registration Statement is effective on or prior to the Distribution Outside Date, (iii) if the Registration Statement is not effective on or prior to the Distribution Outside Date, liquidating the Grafiti Shares and distributing the proceeds thereof, less any amounts determined necessary by the Trustees to pay any then unpaid costs and expenses of the Trust, and (iv) to the conservation and protection of the Trust Assets assets and the administration, collection and distribution administration thereof in accordance with the provisions of this Agreement. In no event shall the Trustees take any action that which would jeopardize the status of the Trust as a "“liquidating trust" ” for federal income tax purposes within the meaning of Section Treas. Reg. § 301.7701-4(d) of the Income Tax Regulations). This limitation shall apply regardless of whether the conduct of any such action trade or business is deemed by the Trustees to be necessary or proper for the conservation and protection of the Trust AssetsGrafiti Shares. The Trustees shall not invest any of the funds held as Trust Assetsassets, except that the Trustees may invest any portion of the Trust Assets assets 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 deposit, or other time deposit accounts which mature not later than one year from the date of acquisition thereof and which are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof; or (iii) any other investments which may be determined by the Trustees to be permissible under Revenue Procedure Rev. Proc. 82-58, as the same may be amended, supplemented or modified, and the Investment Company Act; or (iv) equity securities (w) upon the exercise of any warrant or other convertible security forming part of the Trust Assets or held by any Trust Subsidiary, (x) in a rights offering made to then existing stockholders of a Person in which the Trust or any Trust Subsidiary beneficially owns Investment Securities, (y) upon the exercise of a Purchase Right, or (z) in exchange, in whole or in part, for equity or debt securities of any other Person, if in any case in this clause (iv) the Trustees reasonably believe that by doing so (1) the value of the Trust Assets or the assets of such Trust Subsidiary will be conserved and protected or (2) the ability of the Trust or any Trust Subsidiary to liquidate any such asset for cash will be materially enhanced or accelerated and neither Trustee receives a personal benefit as a result thereof that is not received by all holders of Units on a pro rata basis (provided that the Trustees shall dispose of such equity or debt securities as soon as is practicable on a basis that is consistent with the purpose of the Trust). Notwithstanding the foregoing, in no event shall the Trustees: (a) reinvest or permit any Trust Subsidiary to reinvest any proceeds from the sale of any Investment Security or any other Trust Asset in any manner, except as expressly permitted by any provision of the immediately preceding sentence of this Section 6.1; (b) exercise or permit any Trust Subsidiary to exercise any right under any Investment Contract to acquire additional securities, whether by way of a pre-emptive right, a right of first offer or first refusal or otherwise (collectively, "Purchase Rights"), except as expressly permitted by any provision of clause (iv) of the immediately preceding sentence of this Section 6.1; (c) sell, assign, transfer, convey or otherwise dispose of any Investment Security, or permit any Trust Subsidiary to sell, assign, transfer, convey or otherwise dispose of any Investment Security, except in compliance with the registration requirements of the Securities Act or any state securities laws or an applicable exemption from such registration requirements; or (d) take any action, or permit any Trust Subsidiary to take any action, that would violate the Investment Company Act.

Limitations on Trustees. The Trustees shall not at any time, on behalf of the Trust or Beneficiaries, enter into or engage in any trade or business, and no part of the Trust Assets shall be used or disposed of by the Trustees in furtherance of any trade or business, except to the extent that both (a) the business was engaged in by the Trust Subsidiaries immediately prior to the Record Date, and (b) the continuing conduct of the business activities is reasonably necessary to conserve or maintain the Trust Assets and to facilitate the expeditious liquidation of the Trust Assets. The Trustees shall be restricted to the holding and collection of the Trust Assets and the payment and distribution thereof for the purposes set forth in this Agreement and to the conservation and protection of the Trust Assets and the administration, collection and distribution administration thereof in accordance with the provisions of this Agreement. In no event shall the Trustees take any action that which would jeopardize the status of the Trust as a "liquidating trust" for federal income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d) of the Income Tax Regulations). This limitation shall apply regardless of whether the conduct of any such action trade or business is deemed by the Trustees to be necessary or proper for the conservation and protection of the Trust Assets. The Trustees shall not invest any of the funds held as Trust Assets, except that the Trustees may invest any portion of the Trust Assets 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 deposit, or other time deposit accounts which mature not later than one year from the date of acquisition thereof and which are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof; or (iii) any other investments which may be determined by the Trustees to be permissible under Revenue Procedure 82-58, as the same may be amended, supplemented or modified, and the Investment Company Act; or (iv) equity securities (w) upon the exercise of any warrant or other convertible security forming part of the Trust Assets or held by any Trust Subsidiary, (x) in a rights offering made to then existing stockholders of a Person in which the Trust or any Trust Subsidiary beneficially owns Investment Securities, (y) upon the exercise of a Purchase Right, or (z) in exchange, in whole or in part, for equity or debt securities of any other Person, if in any case in this clause (iv) the Trustees reasonably believe that by doing so (1) the value of the Trust Assets or the assets of such Trust Subsidiary will be conserved and protected or (2) the ability of the Trust or any Trust Subsidiary to liquidate any such asset for cash will be materially enhanced or accelerated and neither Trustee receives a personal benefit as a result thereof that is not received by all holders of Units on a pro rata basis (provided that the Trustees shall dispose of such equity or debt securities as soon as is practicable on a basis that is consistent with the purpose of the Trust). Notwithstanding the foregoing, in no event shall the Trustees: (a) reinvest or permit any Trust Subsidiary to reinvest any proceeds from the sale of any Investment Security or any other Trust Asset in any manner, except as expressly permitted by any provision of the immediately preceding sentence of this Section 6.1; (b) exercise or permit any Trust Subsidiary to exercise any right under any Investment Contract to acquire additional securities, whether by way of a pre-emptive right, a right of first offer or first refusal or otherwise (collectively, "Purchase Rights"), except as expressly permitted by any provision of clause (iv) of the immediately preceding sentence of this Section 6.1; (c) sell, assign, transfer, convey or otherwise dispose of any Investment Security, or permit any Trust Subsidiary to sell, assign, transfer, convey or otherwise dispose of any Investment Security, except in compliance with the registration requirements of the Securities Act or any state securities laws or an applicable exemption from such registration requirements; or (d) take any action, or permit any Trust Subsidiary to take any action, that would violate the Investment Company Act.

Limitations on Trustees. The Trustees shall not at any time, on behalf of the Trust or Beneficiaries, enter into or engage in any trade or business, and no part of business except as necessary for the Trust Assets shall be used or disposed of by the Trustees in furtherance of any trade or business, except to the extent that both (a) the business was engaged in by the Trust Subsidiaries immediately prior to the Record Date, and (b) the continuing conduct of the business activities is reasonably necessary to conserve or maintain the Trust Assets and to facilitate the expeditious orderly liquidation of the Trust Assets. The Trustees shall be restricted to the holding, collection and sale of the Trust Assets and the payment and distribution thereof for the purposes set forth in this Agreement and to the conservation and protection of the Trust Assets and the administration, collection and distribution administration thereof in accordance with the provisions of this Agreement. In no event shall the Trustees take any action that which would jeopardize the status of the Trust as a "“liquidating trust" ” for federal federal, state or local income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d) and any analogous provision of the Income Tax Regulations. This limitation shall apply regardless of whether such action is deemed by the Trustees to be necessary state or proper for the conservation and protection of the Trust Assetslocal law. The Trustees shall not invest any of the funds cash held as Trust Assets, except that the Trustees may invest any portion of the Trust Assets 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 deposit, or other time deposit accounts which mature not later than one year from the date of acquisition thereof and which are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof; , or (iii) any other temporary investments which may be determined by not inconsistent with the Trust’s status as a liquidating trust for tax purposes. Neither the Trustees to be permissible under Revenue Procedure 82-58, as the same may be amended, supplemented or modified, and the Investment Company Act; or (iv) equity securities (w) upon the exercise of nor any warrant or other convertible security forming part affiliate of the Trust Assets Trustees shall take any action to facilitate or held by any Trust Subsidiary, (x) encourage trading in a rights offering made to then existing stockholders of a Person in which the Trust or any Trust Subsidiary beneficially owns Investment Securities, (y) upon the exercise of a Purchase Right, or (z) in exchange, in whole Beneficial Interests or in part, for equity or debt securities of any other Person, if in any case in this clause (iv) the Trustees reasonably believe that by doing so (1) instrument tied to the value of the Trust Assets or the assets of Beneficial Interests such Trust Subsidiary will be conserved and protected or (2) the ability of the Trust or any Trust Subsidiary to liquidate any such asset for cash will be materially enhanced or accelerated and neither Trustee receives a personal benefit as a result thereof that is not received by all holders of Units on a pro rata basis (provided that the Trustees shall dispose of such equity or debt securities as soon as is practicable on a basis that is consistent with the purpose of the Trust). Notwithstanding the foregoing, in no event shall the Trustees: (a) reinvest or permit any Trust Subsidiary to reinvest any proceeds from the sale of any Investment Security or any other Trust Asset in any manner, except as expressly permitted by any provision of the immediately preceding sentence of this Section 6.1; (b) exercise or permit any Trust Subsidiary to exercise any right under any Investment Contract to acquire additional securities, whether by way of a pre-emptive right, a right of first offer or first refusal or otherwise (collectively, "Purchase Rights"), except as expressly permitted by any provision of clause (iv) of the immediately preceding sentence of this Section 6.1; (c) sell, assign, transfer, convey or otherwise dispose of any Investment Security, or permit any Trust Subsidiary to sell, assign, transfer, convey or otherwise dispose of any Investment Security, except in compliance with the registration requirements of the Securities Act or any state securities laws or an applicable exemption from such registration requirements; or (d) take any action, or permit any Trust Subsidiary to take any action, that would violate the Investment Company Actdue xxxx trading.

Limitations on Trustees. The Trustees shall not at any time, on behalf of the Trust or Beneficiaries, enter into or engage in any trade or business, and no part of the Trust Assets shall be used or disposed of by the Trustees in furtherance of any trade or business, except to the extent that both (a) the business was engaged in by the Trust Subsidiaries immediately prior to the Record Date, and (b) the continuing conduct of the business activities is reasonably necessary to conserve or maintain the Trust Assets and to facilitate the expeditious liquidation of the Trust Assets. The Trustees shall be restricted to the holding and collection of the Trust Assets and the payment and distribution thereof for the purposes set forth in this Agreement and to the conservation and protection of the Trust Assets and the administration, collection and distribution administration thereof in accordance with the provisions of this Agreement. In no event shall the Trustees 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 Xxxxxx as that term is used and interpreted by Sections 368(a)(1)(C) and (a)(2)(G) of the Code, 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 Trust as a "liquidating trust" for federal income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d) of the Income Tax Regulations). This limitation shall apply regardless of whether the conduct of any such action trade or business is deemed by the Trustees to be necessary or proper for the conservation and protection of the Trust Assets. The Trustees shall not invest any of the funds held as Trust Assets, except that the Trustees may invest any portion of the Trust Assets 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 deposit, or other time deposit accounts which mature not later than one year from the date of acquisition thereof and which are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof; or (iii) any other investments which may be determined by the Trustees to be permissible under Revenue Procedure 82-58, as the same may be amended, supplemented or modified, and the Investment Company Act; or (iv) equity securities (w) upon the exercise of any warrant or other convertible security forming part of the Trust Assets or held by any Trust Subsidiary, (x) in a rights offering made to then existing stockholders of a Person in which the Trust or any Trust Subsidiary beneficially owns Investment Securities, (y) upon the exercise of a Purchase Right, or (z) in exchange, in whole or in part, for equity or debt securities of any other Person, if in any case in this clause (iv) the Trustees reasonably believe that by doing so (1) the value of the Trust Assets or the assets of such Trust Subsidiary will be conserved and protected or (2) the ability of the Trust or any Trust Subsidiary to liquidate any such asset for cash will be materially enhanced or accelerated and neither Trustee receives a personal benefit as a result thereof that is not received by all holders of Units on a pro rata basis (provided that the Trustees shall dispose of such equity or debt securities as soon as is practicable on a basis that is consistent with the purpose of the Trust). Notwithstanding the foregoing, in no event shall the Trustees: (a) reinvest or permit any Trust Subsidiary to reinvest any proceeds from the sale of any Investment Security or any other Trust Asset in any manner, except as expressly permitted by any provision of the immediately preceding sentence of this Section 6.1; (b) exercise or permit any Trust Subsidiary to exercise any right under any Investment Contract to acquire additional securities, whether by way of a pre-emptive right, a right of first offer or first refusal or otherwise (collectively, "Purchase Rights"), except as expressly permitted by any provision of clause (iv) of the immediately preceding sentence of this Section 6.1; (c) sell, assign, transfer, convey or otherwise dispose of any Investment Security, or permit any Trust Subsidiary to sell, assign, transfer, convey or otherwise dispose of any Investment Security, except in compliance with the registration requirements of the Securities Act or any state securities laws or an applicable exemption from such registration requirements; or (d) take any action, or permit any Trust Subsidiary to take any action, that would violate the Investment Company Act.

Limitations on Trustees. (a) The Trustees shall not at any time, on behalf of the Trust or Beneficiaries, enter into or engage in any trade or business, and no part of business except as necessary for the Trust Assets shall be used or disposed of by the Trustees in furtherance of any trade or business, except to the extent that both (a) the business was engaged in by the Trust Subsidiaries immediately prior to the Record Date, and (b) the continuing conduct of the business activities is reasonably necessary to conserve or maintain the Trust Assets and to facilitate the expeditious orderly liquidation of the Trust Assets. The Trustees shall be restricted to the holding, collection and sale of the Trust Assets and the payment and distribution thereof for the purposes set forth in this Agreement and to the conservation and protection of the Trust Assets and the administration, collection and distribution administration thereof in accordance with the provisions of this Agreement. In no event shall the Trustees take any action that which would jeopardize the status of the Trust as a "“liquidating trust" ” for federal Federal income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d) of the Income Tax Regulations. This limitation shall apply regardless of whether such action is deemed by the Trustees to be necessary or proper for the conservation and protection of the Trust Assets). The Trustees shall not invest any of the funds cash held as Trust Assets, except that the Trustees may invest any portion of the Trust Assets 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 deposit, or other time deposit accounts which mature not later than one year from the date of acquisition thereof and which are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof; , or (iii) any other temporary investments which may be determined by not inconsistent with the Trust's status as a liquidating trust for tax purposes. Neither the Trustees to be permissible under Revenue Procedure 82-58, as the same may be amended, supplemented or modified, and the Investment Company Act; or (iv) equity securities (w) upon the exercise of nor any warrant or other convertible security forming part Affiliate of the Trust Assets Trustees shall take any action to facilitate or held by any Trust Subsidiary, (x) encourage trading in a rights offering made to then existing stockholders of a Person in which the Trust or any Trust Subsidiary beneficially owns Investment Securities, (y) upon the exercise of a Purchase Right, or (z) in exchange, in whole Beneficial Interests or in part, for equity or debt securities of any other Person, if in any case in this clause (iv) the Trustees reasonably believe that by doing so (1) instrument tied to the value of the Trust Assets or Beneficial Interests such as due bxxx trading. (b) Notwithstanding anything herein to the assets of such Trust Subsidiary will be conserved and protected or (2) the ability of the Trust or any Trust Subsidiary to liquidate any such asset for cash will be materially enhanced or accelerated and neither Trustee receives a personal benefit as a result thereof that is not received by all holders of Units on a pro rata basis (provided that contrary, the Trustees shall dispose of such equity or debt securities as soon as is practicable on a basis that is consistent with not have the purpose right to cause the Trust to take any of the Trust). Notwithstanding following actions without the foregoing, in no event shall consent of Beneficiaries holding a majority of the TrusteesUnits: (ai) reinvest Any amendments to this Agreement other than those that do not decrease the obligations of the Trustees, increase the obligations of the Beneficiaries or permit any Trust Subsidiary decrease the rights of the Beneficiaries; (ii) Any action not permitted under this Agreement; (iii) Increasing the amount of compensation payable to reinvest any proceeds from the sale of any Investment Security Trustees (other than a Trustee that satisfies the Independence Requirements) or any other Trust Asset in any manner, except as expressly permitted by affiliate of a Trustee; (iv) Modifying any provision of the immediately preceding sentence of this Section 6.1; (b) exercise or permit any Trust Subsidiary to exercise any right under any Investment Contract to acquire additional securities, whether by way of a pre-emptive right, a right of first offer or first refusal or otherwise (collectively, "Purchase Rights"), except as expressly permitted by any provision of clause (iv) of Advisory Agreement providing for the immediately preceding sentence of this Section 6.1; (c) sell, assign, transfer, convey or otherwise dispose payment of any Investment Security, fees to the Advisor or permit any Trust Subsidiary to sell, assign, transfer, convey or otherwise dispose the timing of any Investment Security, except such payment other than those which would provide for a decrease in compliance with the registration requirements of the Securities Act such amount or any state securities laws or an applicable exemption from a delay in such registration requirements; or (d) take any action, or permit any Trust Subsidiary to take any action, that would violate the Investment Company Actpayment.